Common use of Permitted Activities of Holdings Clause in Contracts

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise permitted or not prohibited hereunder; (b) create or suffer to exist any Lien on any asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (c) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b), (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateral.

Permitted Activities of Holdings. Holdings shall not: not (a) incur any third party Indebtedness for borrowed money or any other obligation or liability whatsoever other than Guarantees (i) the Indebtedness under this Agreement and the other Credit Documents, (ii) Indebtedness and obligations under clauses (p), (q) or (r) of Indebtedness Section 6.1, (iii) obligations and liabilities incidental to such ownership of Equity Interests of the Borrower, (iv) obligations and liabilities incidental to its corporate existence (such as tax, accounting and employment matters) and its status as a public reporting company and incurred in the ordinary course of business (including providing indemnification to officers and directors and procuring insurance), (v) its obligations and liabilities under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (vi) obligations and liabilities in connection with any offering or issuance of its Equity Interests (including under any agreements described in clause (c)(iii) below), (vii) management and administration of its stock compensation and benefits plans, (viii) guaranties of obligations (other than Indebtedness) of any of its Subsidiaries to vendors, trade creditors or other obligations of third parties solely to the Borrower and/or any Restricted Subsidiary, which Indebtedness or other extent such obligations are otherwise permitted or not prohibited hereunder; , (ix) obligations and liabilities under applicable laws, and (x) obligations and liabilities reasonably incidental to the foregoing clauses (i) through (ix); (b) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired acquired, leased or licensed by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a partyparty or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests of the Borrower and performing its obligations and activities incidental to such ownership of Equity Interests of the Borrower, (ii) any other Lien created in connection with making Restricted Payments and Investments to the Transactionsextent permitted by this Agreement, (iii) Liens executing and becoming a party to any agreement in connection with a Permitted Acquisition or similar Investment permitted pursuant to Section 6.6, which agreement contemplates the issuance of Equity Interests of Holdings as consideration for any such Permitted Acquisition or similar Investment, (iv) complying with its obligations and enforcing its rights under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Collateral that are secured on a pari passu Closing Date or junior basis with as may be amended after the Secured Obligations, Closing Date so long as such Liens secure Guarantees amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (v) making capital contributions to the Borrower and (vi) engaging in business and activities required to enable it to perform obligations permitted under by clause (a)(iia) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to of this Section 6.02 and 6.13; (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (cd) consolidate or amalgamate with, with or merge with or into, or convey, sell transfer, lease or otherwise transfer license all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a(e) and (b), (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all dispose of its assets to any other Person organized or existing under the laws Equity Interests of the US, Borrower; (f) create or acquire any state thereof Subsidiary or the District of Columbia make or own any Investment (including owning any Equity Interests) in any Person other than the Borrower and any of its subsidiariesBorrower; or (g) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents fail to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory hold itself out to the Administrative Agent public as a legal entity separate and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateraldistinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) the Indebtedness permitted to be incurred by Holdings under the Loan Documents and any Second Lien Facility or otherwise in connection with the Transactions, (ii) Guarantees of Indebtedness or other obligations of the Parent Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise permitted hereunder, (iii) Indebtedness owed to the Parent Borrower or not prohibited hereunderany Restricted Subsidiary otherwise permitted hereunder and (iv) any Indebtedness or other obligations arising in respect of its Guarantee of the Carlyle Sale/Leaseback, Carlyle Sale/Leaseback 2014 and any Excluded Property Transaction; (b) create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term LoansFacility, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii‎(a)‎(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section ‎Section 6.02 and (iv) Liens of the type permitted under Section ‎Section 6.02 (other than in respect of debt Indebtedness for borrowed moneymoney not referred to in clause ‎(a)‎(i) of this ‎Section 6.14); or (c) engage in any material business activity or own any material assets other than (i) holding the Capital Stock of the Parent Borrower and, indirectly, any other subsidiary of the Parent Borrower (and/or any Joint Venture of any thereof); (ii) performing its obligations under the Loan Documents and any Second Lien Facility and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock permitted hereunder); (iv) filing Tax reports and paying Taxes, including Tax distributions made pursuant to ‎Section 6.04(a)(xv) and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting any public offering of its Capital Stock; (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Capital Stock of, Holdings pending the application thereof and (B) the proceeds of Indebtedness permitted by ‎Section 6.01; (ix) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (x) participating in tax, accounting and other administrative matters; (xi) making payments of the type permitted under ‎Section 5.19(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions, the Amendment No. 1 Transactions, the Amendment No. 2 Transactions, the Amendment No. 8 Transactions or otherwise not prohibited under this Agreement; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); (xiii) financing activities, including the issuance of Securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Parent Borrower and its other Subsidiaries to the extent permitted hereunder; (xiv) repurchases of Indebtedness through open market purchases and/or Dutch Auctions permitted hereunder; (xv) activities incidental to Permitted Acquisitions or similar Investments consummated by the Parent Borrower and/or any Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments; (xvi) consummating the Holdings Reorganization Transaction or any Permitted Reorganization; (xvii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes related to such maintenance), (xviii) activities incidental or reasonably related to any of the foregoing and (xvii) any transaction expressly permitted pursuant to clauses ‎(a), ‎(b) and/or ‎(d) of this ‎Section 6.14; or (d) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Parent Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings Holdings, (wx) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, Agent and (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Parent Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(iiA)‎(ii) and (B) Holdings may (1) consummate the Holdings Reorganization Transaction and/or (2) otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Parent Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Parent Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yx) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor the successor to Holdings will succeed to, and be substituted for, Holdings under this Agreement and Agreement, (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under Collateral pledged by Holdings, taken as a whole and (3) notwithstanding anything to the Loan Guaranty or the Collateralcontrary in this ‎Section 6.14, nothing herein shall preclude Holdings from consummating any Permitted Reorganization.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) the Indebtedness permitted to be incurred by Holdings under the Loan Documents and any Second Lien Facility or otherwise in connection with the Transactions, (ii) Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise permitted hereunder, (iii) Indebtedness owed to the Borrower or not prohibited hereunderany Restricted Subsidiary otherwise permitted hereunder and (iv) any Indebtedness or other obligations arising in respect of its Guarantee of the iStar Sale/Leaseback, iStar Sale/Leaseback 2014, any Excluded Property Transaction and any iStar Exchange; (b) create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term LoansFacility, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt Indebtedness for borrowed moneymoney not referred to in clause (a)(i) of this Section 6.13); or (c) engage in any material business activity or own any material assets other than (i) holding the Capital Stock of the Borrower and, indirectly, any other subsidiary of the Borrower (and/or any Joint Venture of any thereof); (ii) performing its obligations under the Loan Documents and any Second Lien Facility and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock permitted hereunder); (iv) filing Tax reports and paying Taxes, including Tax distributions made pursuant to Section 6.04(a)(xv) and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting any initial public offering of its Capital Stock; (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Capital Stock of, Holdings pending the application thereof and (B) the proceeds of Indebtedness permitted by Section 6.01; (ix) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (x) participating in tax, accounting and other administrative matters; (xi) making payments of the type permitted under Section 6.09(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions, the Amendment No. 1 Transactions, the Amendment No. 2 Transactions or otherwise not prohibited under this Agreement; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); (xiii) [reserved]; (xiv) repurchases of Indebtedness through open market purchases and/or Dutch Auctions permitted hereunder; (xv) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and/or any Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments; (xvi) consummating the Holdings Reorganization Transaction, any Permitted Reorganization or any IPO Reorganization Transaction; (xvii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes related to such maintenance), (xviii) activities incidental or reasonably related to any of the foregoing and (xvii) any transaction expressly permitted pursuant to clauses (a), (b) and/or (d) of this Section 6.14; or (d) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings Holdings, (wx) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, Agent and (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(ii) and (B) Holdings may (1) consummate the Holdings Reorganization Transaction and/or (2) otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yx) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor the successor to Holdings will succeed to, and be substituted for, Holdings under this Agreement and Agreement, (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under Collateral pledged by Holdings, taken as a whole and (3) notwithstanding anything to the Loan Guaranty contrary in this Section 6.14, nothing herein shall preclude Holdings from consummating any Permitted Reorganization or the CollateralIPO Reorganization Transaction.

Permitted Activities of Holdings. Holdings shall not: (a) incur Holdings shall not (i) incur, directly or indirectly, any third party Indebtedness for borrowed money or any other obligation or liability whatsoever other than Guarantees of the Indebtedness or and obligations under this Agreement, the other obligations of Credit Documents and the Borrower and/or any Restricted SubsidiaryRelated Agreements, which Indebtedness or permitted under Section 6.1, liabilities imposed by law, including tax liabilities, and other obligations are otherwise permitted or not prohibited hereunder; liabilities incidental to its existence; (bii) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired acquired, leased or licensed by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, party or permitted pursuant to Section 6.2; (iii) Liens on engage in any business or activity or own any assets other than (A) holding 100% of the Collateral that are secured on a pari passu Equity Interests of Borrower and activities incidental thereto, (B) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements, (C) holding the cash proceeds of any Restricted Junior Payments to the extent permitted by this Agreement, (D) filing tax reports and paying taxes in the ordinary course, (E) preparing reports to Governmental Authorities and to its shareholders, (F) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or junior basis to comply with applicable law, and (G) making Restricted Junior Payments and Investments to the Secured Obligations, so long as such Liens secure Guarantees extent permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and by this Agreement; (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (c) consolidate or amalgamate with, with or merge with or into, or convey, sell transfer, lease or otherwise transfer license all or substantially all of its assets to, any Person; (v) sell or otherwise dispose of any Equity Interests of any of its direct Subsidiaries; (vi) create or acquire any direct Subsidiary or make or own any Investment in any Person other than Borrower; or (vii) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons. (b) Boise Hong Kong Limited shall not account for more than $2,500,000 of Consolidated Adjusted EBITDA during any Fiscal Year of Borrower; provided thatthat if Boise Hong Kong Limited does not comply with the foregoing, such non-compliance shall not constitute an Event of Default so long as no Default or Event 65% of Default exists or would result therefrom and subject the Equity Interests of Boise Hong Kong Limited are pledged to Sections 6.11(a) and (b), (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party Collateral Agent pursuant to a supplement hereto and/or thereto in a form documentation reasonably satisfactory to Collateral Agent at the Administrative Agent, (x) Successor time that financial statements of Holdings shall and its Subsidiaries are required to be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties delivered pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan DocumentsSection 5.1(c), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateral.

Permitted Activities of Holdings. Holdings shall not: not (a) incur incur, directly or indirectly, any third party Indebtedness for borrowed money or any other obligation or liability whatsoever other than Guarantees of the Indebtedness or and obligations under this Agreement, the other obligations of Credit Documents, and the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise permitted or not prohibited hereunder; ABL Credit Documents; (b) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired acquired, leased (as lessee), or licensed (as licensee) by it other than Permitted Liens of the types described in Section 6.2(a) through 6.2(d) and 6.2(m); (c) engage in any business or activity or own any assets other than (i) directly holding 100% of the Liens created Capital Stock of Companies; (ii) performing its obligations and activities incidental thereto under the Collateral Documents andCredit Documents, subject and to the extent not inconsistent therewith, the ABL Credit Documents; (iii) issuing its own Capital Stock to the extent permitted hereby; (iv) filing tax reports and paying Taxes, and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable laws; (vii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes related to such maintenance); (viii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; and (ix) to the extent not otherwise inconsistent with Holdings obligations in this Section 6.14, such other ordinary course activities that are consistent with its activities as of the Closing Date Intercreditor Agreement, the collateral documents relating to (or related thereto or any Second Lien Term Loans, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed moneyreasonable extensions thereof); or (cd) consolidate or amalgamate with, with or merge with or into, or convey, sell or otherwise transfer Dispose of all or substantially all of its assets to, any Person; provided that, so long as no Default or Event (e) Dispose of Default exists or would result therefrom and subject to Sections 6.11(a) and (b), (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and Capital Stock of any of its subsidiariesSubsidiaries; (f) so long as (i) Holdings is the continuing create or surviving acquire any Subsidiary or make or own any Investment in any Person other than Companies; or (iig) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents fail to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory hold itself out to the Administrative Agent, (x) Successor Holdings shall be an public as a legal entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation separate and distinct from all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the CollateralPersons.

Permitted Activities of Holdings. Holdings shall not: not (a) incur any third party Indebtedness for borrowed money or any other obligation or liability whatsoever other than Guarantees (i) the Indebtedness under this Agreement and the other Credit Documents, (ii) Indebtedness and obligations under clauses (p), (q) or (r) of Indebtedness Section 6.1, (iii) obligations and liabilities incidental to such ownership of Equity Interests of the Borrower, (iv) obligations and liabilities incidental to its corporate existence (such as tax, accounting and employment matters) and its status as a public reporting company and incurred in the ordinary course of business (including providing indemnification to officers and directors and procuring insurance), (v) its obligations and liabilities under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (vi) obligations and liabilities in connection with any offering or issuance of its Equity Interests (including under any agreements described in clause (c)(iii) below), (vii) management and administration of its stock compensation and benefits plans, (viii) guaranties of obligations (other than Indebtedness) of any of its Subsidiaries to vendors, trade creditors or other obligations of third parties solely to the Borrower and/or any Restricted Subsidiary, which Indebtedness or other extent such obligations are otherwise permitted or not prohibited hereunder; , (ix) obligations and liabilities under applicable laws, and (x) obligations and liabilities reasonably incidental to the foregoing clauses (i) through (ix); (b) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired acquired, leased or licensed by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a partyparty or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests of the Borrower and performing its obligations and activities incidental to such ownership of Equity Interests of the Borrower, (ii) any other Lien created in connection with making Restricted Payments and Investments to the Transactionsextent permitted by this Agreement, (iii) Liens executing and becoming a party to any agreement in connection with a Permitted Acquisition or similar Investment permitted pursuant to Section 6.6, which agreement contemplates the issuance of Equity Interests of Holdings as consideration for any such Permitted Acquisition or similar Investment, (iv) assigning its rights and obligations under the Aircraft Purchase Agreement to the Aircraft SPV and complying with its obligations and enforcing its rights under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Collateral that are secured on a pari passu Closing Date or junior basis with as may be amended after the Secured Obligations, Closing Date so long as such Liens secure Guarantees amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (v) making capital contributions to the Borrower and (vi) engaging in business and activities required to enable it to perform obligations permitted under by clause (a)(iia) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to of this Section 6.02 and 6.13; (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (cd) consolidate or amalgamate with, with or merge with or into, or convey, sell transfer, lease or otherwise transfer license all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a(e) and (b), (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all dispose of its assets to any other Person organized or existing under the laws Equity Interests of the US, Borrower; (f) create or acquire any state thereof Subsidiary or the District of Columbia make or own any Investment (including owning any Equity Interests) in any Person other than the Borrower and any of its subsidiariesBorrower; or (g) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents fail to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory hold itself out to the Administrative Agent public as a legal entity separate and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateraldistinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) the Indebtedness permitted to be incurred by Holdings under the Loan Documents or otherwise in connection with the Transactions and (ii) Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations Subsidiary that are otherwise permitted or not prohibited hereunder; (b) create or suffer to exist any Lien on any asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (c) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its subsidiariesSubsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (wx) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, Agent and (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(iiA) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiariesSubsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yx) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateral.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) the Indebtedness permitted to be incurred by Holdings under the Loan Documents, the Second Lien Note Documents or otherwise in connection with the Transactions and/or the documentation governing any other Specified Junior Debt and (ii) Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations Subsidiary that are otherwise permitted or not prohibited hereunder; (b) create or suffer to exist any Lien on any asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor AgreementDocuments, the collateral documents relating to any Note Documents (as defined in the Second Lien Term Loans, in each case, to which it is a partyNote Purchase Agreement) and/or the documentation governing any other Specified Junior Debt, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or; (c) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and or any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person Person; or (d) Holdings shall not create or acquire any directly owned Subsidiary other than the Borrower. Notwithstanding the foregoing, Holdings shall not be permitted to incur any Indebtedness for borrowed money that is (i) pari passu with (except as permitted by Section 2.22(a)(xv)) or senior to the Revolving Facility in right of payment or (ii) if secured by liens on the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations Collateral that are senior in right of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory priority to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under Liens securing the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the CollateralRevolving Facility.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) Indebtedness under the Loan Documents, any ABL Facility and the Senior Notes or otherwise in connection with the Transactions, (ii) Indebtedness of the type permitted under Section 6.01(o) and (iii) Guarantees of (x) Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Subsidiary that are otherwise permitted hereunder and (y) Indebtedness or other obligations are otherwise permitted or not prohibited hereunderunder any ABL Facility and the Senior Notes; (b) create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(iia)(iii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); (c) engage in any business activity or own any material assets other than (i) holding the Capital Stock of the Borrower, as applicable, and, indirectly, any other subsidiary of the Borrower, (ii) performing its obligations under the Loan Documents, any ABL Facility, the Senior Notes, any ABL Facility and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder and any permitted refinancing thereof; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting any initial public offering of its Capital Stock; (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Capital Stock of, Holdings pending the application thereof and (B) the proceeds of Indebtedness permitted by Section 6.01; (x) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (xi) participating in tax, accounting and other administrative matters; (xii) making payments of the type permitted under Section 6.09(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions or otherwise not prohibited under this Agreement; (xiii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); (xiv) making and holding intercompany loans to the Borrower and/or the Restricted Subsidiaries of the Borrower, as applicable; (xv) making and holding Investments of the type permitted under Section 6.06(h); and (xvi) activities incidental to any of the foregoing; or (cd) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings Holdings, (wx) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, Agent and (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(iiA) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yx) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor the successor to Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood all references herein and agreed that in the other Loan Documents to Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as shall be deemed a reference to such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateralsuccessor.

Permitted Activities of Holdings. Holdings shall not: not (a) incur incur, directly or indirectly, any third party Indebtedness for borrowed money or any other obligation or liability whatsoever, other than Guarantees (i) Indebtedness and obligations under this Agreement and the other Loan Documents and (ii) Indebtedness represented by Holdings’ guarantee of Indebtedness or other obligations under any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the Borrower and/or any Restricted Subsidiaryforegoing and operating leases of its Subsidiaries, which Indebtedness or other obligations are otherwise permitted or not prohibited hereunder; (b) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired by it other than Liens permitted by Section 7.01 (i) but only to the Liens created extent securing obligations or liabilities which Holdings is not prohibited from incurring or owing under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens terms of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (c) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b), (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), or (c) engage in any business or activity or own any assets (other than (i) those incidental to its ownership of the Equity Interests of the Borrowers and any Captive Insurance Subsidiary, (zii) holding the Subordinated Contribution Note, (iii) maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iv) the Borrower delivers a certificate performance of a Responsible Officer its obligations with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) Loan Documents and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Indebtedness permitted to be incurred by Holdings under this Agreement and or the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory Documents, (v) to the Administrative Agent extent not otherwise prohibited by the terms of this Agreement or the other Loan Documents, financing activities relating to the issuance of its securities, the declaration and payment of dividends, the making of contributions to the capital of the Borrower, and guaranteeing the obligations of the Borrowers, (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (vii) holding any cash incidental to any activities permitted under this Section 7.13, (viii) providing indemnification to officers, managers and directors and (zix) the Borrower delivers a certificate of a Responsible Officer with respect any activities incidental to the satisfaction foregoing). Holdings shall not incur any Liens on Equity Interests of the conditions under clause (yLead Borrower other than those permitted by Sections 7.01(a) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateralee).

Permitted Activities of Holdings. Holdings shall not: not (a) incur incur, directly or indirectly, any third party Indebtedness for borrowed money other than (i) the Indebtedness under the Loan Documents and the Term Loan Facility or otherwise in connection with the Transactions and (ii) Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise Borrowers and their Subsidiaries permitted or not prohibited hereunder; ; (b) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents andor, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term LoansLoan Facility, in each case, to which it is a party, (ii) party or any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) or Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (c) engage in any business activity or own any material assets other than (i) holding 100.0% of the Capital Stock of the Borrower Agent and, indirectly, any other subsidiary, (ii) performing its obligations under the Loan Documents and the Term Loan Facility and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder, (iii) issuing its own Capital Stock, (iv) filing tax reports and paying taxes in the ordinary course (and contesting any taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable Requirements of Law; (vii) [reserved]; (viii) holding Cash and other assets received in connection with Restricted Payments or Investments made by the Borrowers and their Subsidiaries or contributions to, or proceeds from the issuance of, issuances of Capital Stock of Holdings, in each case, pending the application thereof in a manner not prohibited by this Agreement; (x) providing indemnification for its officers, directors or members of management; (xi) participating in tax, accounting and other administrative matters; (xii) the performance of its obligations under the other documents, agreements and Investments contemplated by the Transactions and (xiii) activities incidental to the foregoing; (d) consolidate or amalgamate with, with or merge with or into, or convey, sell transfer or otherwise transfer lease all or substantially all of its assets to, any Person; provided that, that so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower Agent and any of its subsidiariesSubsidiaries) so long as (i) Holdings is shall be the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation merger or merger consolidation is not Holdings Holdings, (wA) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and expressly assume all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or or thereto in a form reasonably satisfactory to the Administrative Agent Agent; (B) such successor shall be an entity organized under the laws of the United States, any state thereof or the District of Columbia and (zC) the Borrower delivers Agent shall deliver a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause clauses (yA) set forth in this clause and (B)) hereof; provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor the successor Holdings will succeed to, and be substituted for, Holdings under this Agreement Agreement; or (e) fail to hold itself out to the public as a legal entity separate and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateraldistinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) the Indebtedness permitted to be incurred by Holdings under the Loan Documents and any First Lien Facility or otherwise in connection with the Transactions and (ii) Guarantees of Indebtedness or other obligations of the Top Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations Subsidiary that are otherwise permitted or not prohibited hereunder; (b) create or suffer to exist any Lien on any asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second First Lien Term LoansFacility, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured ObligationsObligations or on a pari passu basis with any First Lien Facility, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (c) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Top Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (wx) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, Agent and (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Top Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(iiA) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Top Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Top Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yx) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateral.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) the Indebtedness permitted to be incurred by Holdings under the Loan Documents or otherwise in connection with the Transactions and (ii) Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations Subsidiary that are otherwise permitted or not prohibited hereunder; (b) create or suffer to exist any Lien on any asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term LoansDocuments, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (c) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and or any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateral.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise permitted hereunder and (ii) Indebtedness owed to the Borrower or not prohibited any Restricted Subsidiary otherwise permitted hereunder; (b) create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(iia)(i) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money)6.02; or (c) engage in any material business activity or own any material assets other than (i) holding the Capital Stock of the Borrower and, indirectly, any other subsidiary of the Borrower (and/or any Joint Venture of any thereof); (ii) performing its obligations under the Loan Documents and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock permitted hereunder); (iv) filing Tax reports and paying Taxes, including Tax distributions made pursuant to Section 6.04(a)(xv) or payment pursuant to any Tax sharing arrangement described in Section 4.15(e) of the Acquisition Agreement and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) [reserved]; (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Capital Stock of, Holdings pending the application thereof, or otherwise received and held so long as such other assets are not “operated” and (B) the proceeds of Indebtedness permitted by Section 6.01; (ix) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (x) participating in tax, accounting and other administrative matters; (xi) making payments of the type permitted under Section 6.09(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions or otherwise not prohibited under this Agreement; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); (xiii) financing activities, including the issuance of Securities, incurrence of Indebtedness, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and Guaranteeing the obligations of the Borrower and its other Subsidiaries to the extent permitted hereunder; (xiv) repurchases of Indebtedness through open market purchases and/or Dutch Auctions permitted hereunder; (xv) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and/or any Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments; (xvi) consummating the Holdings Reorganization Transaction or any Permitted Reorganization; (xvii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes related to such maintenance); (xviii) any transaction expressly permitted pursuant to clause (a), (b) and/or (d) of this Section and (xix) activities incidental or reasonably related to any of the foregoing; or (d) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings Holdings, (wx) the successor Person (such successor Personshall be an entity incorporated or organized under the laws of the U.S., “Successor Holdings”) any state thereof or the District of Columbia, and expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, Consent Party and (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(ii) and (B) Holdings may (1) consummate the Holdings Reorganization Transaction and/or (2) otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent Consent Party and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yx) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor the successor to Holdings will succeed to, and be substituted for, Holdings under this Agreement and Agreement, (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under Collateral pledged by Holdings, taken as a whole and (3) notwithstanding anything to the Loan Guaranty or the Collateralcontrary in this Section 6.14, nothing herein shall preclude Holdings from consummating any Permitted Reorganization.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted SubsidiaryLoan Party, which Indebtedness or other obligations are otherwise permitted or not prohibited hereunder; (b) create or suffer to exist any Lien on any asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a partySecurity Documents, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on (x) the Term Priority Collateral that are secured on a pari passu or junior basis with the Secured ObligationsObligations with respect to the Term Priority Collateral and/or (y) the ABL Priority Collateral that are secured on a senior basis with the Obligations with respect to the ABL Priority Collateral, so long as such Permitted Liens secure Guarantees permitted under by clause (a)(iia) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (c) own or hold any assets or property or engage in any business other than (i) the ownership of the Capital Stock of the Borrower (ii) the maintenance of its corporate existence and activities incidental thereto, including general and corporate overhead, (iii) activities required to comply with Requirements of Laws, (iv) maintenance and administration of stock option and stock ownership plans and activities incidental thereto, (v) the receipt of Restricted Payments to the extent permitted by Section 6.04 and the making of Restricted Payments, (vi) to the extent not otherwise covered by the other clauses of this Section 6.13, any of the activities of Holdings or any Parent Company referred to in Section 6.04, (vii) concurrently with any issuance of Qualified Stock, the redemption, purchase or retirement of any Capital Stock of Holdings using the proceeds of, or conversion or exchange of any Capital Stock of Holdings for, such Qualified Stock, (viii) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (ix) compliance with its obligations under the Loan Documents or any credit agreement, indenture or other agreement in respect of Refinancing Indebtedness in respect of any Junior Indebtedness, (x) activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holdings common stock and the continued existence of Holdings as a public company, (xi) activities incidental to the consummation of the Transactions, including the formation of acquisition vehicle entities and intercompany loans and/or investments incidental to the Transactions, in each case consummated substantially contemporaneously with the consummation of the applicable Transactions and (xii) activities incidental to legal, tax and accounting matters in connection with any of the foregoing activities; (d) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b), (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its subsidiariesSubsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (wx) the successor Person (such successor Person, “Successor Holdings”) is an entity organized or existing under the laws of the U.S., any state thereof or the District of Columbia and expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) Agent and the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation received all documentation and all actions other information reasonably requested with respect to Successor Holdings, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to USA PATRIOT Act and the terms of the applicable Loan Documents), Beneficial Ownership Regulation and (zy) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiariesSubsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets is an entity organized or existing under the laws of the U.S., any state thereof or the District of Columbia and expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and the Administrative Agent shall have received all documentation and other information reasonably requested with respect to such Person, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause clauses (x) and (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty Guarantee or the Collateral.

Permitted Activities of Holdings. Holdings In the case of Holdings, (i) prior to the Permitted MLP Contribution, GP and MLP Holdco shall not and (ii) on and after the Permitted MLP Contribution, the MLP, the Borrower General Partner, the Borrower Limited Partner and each Intermediate Holdco shall not: (aA) incur incur, directly or indirectly, any third party Indebtedness for borrowed money Debt other than Guarantees (1) the Debt and obligations under this Agreement and the other Loan Documents, (2) with respect to the MLP and each Intermediate Holdco, guarantees of Indebtedness or other the obligations of any Sisterco to any lender of Non-Recourse Debt to such Sisterco (3) Subordinated Debt of Holdings provided by the Borrower and/or any Restricted SubsidiarySponsor or a Sponsor Affiliate or (4) to the extent constituting Debt, which Indebtedness or other obligations are as otherwise permitted by clauses (B), (C), (D), (E) or not prohibited hereunder(F) of this Section 8.02(q); (bB) create or suffer to exist any Lien on upon any asset Property or assets now owned or hereafter acquired acquired, leased or licensed by it other than (i1) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a partyparty and (2) with respect to the MLP and each Intermediate Holdco, (ii) any other Lien created in connection with the Transactions, (iii) Liens on the Collateral that are secured on a pari passu Capital Stock of any Sisterco in favor of any lender of Non-Recourse Debt to such Sisterco; (C) engage in any business or junior basis activity or own any assets other than as otherwise permitted by clauses (A), (B), (D), (E), (F) or (H) of this Section 8.02(q) and (1) with respect to the Secured Obligations, so long as such Liens secure Guarantees permitted Borrower General Partner (y) directly holding 100% of the general partnership interests of the Borrower and performing its obligations and activities incidental thereto and under clause the Loan Documents and (a)(iiz) above consummating the Permitted MLP Contribution and the underlying Indebtedness subject Qualified MLP IPO, (2) with respect to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 Borrower Limited Partner (x) directly holding 100% of the limited partnership interests of the Borrower and performing its obligations and activities incidental thereto and under the Loan Documents, (y) directly or indirectly holding 100% of the Capital Stock of any Intermediate Holdco and the Borrower General Partner and (ivz) Liens consummating the Permitted MLP Contribution and the Qualified MLP IPO, (3) with respect to the MLP and each Intermediate Holdco, (u) indirectly holding 100% of the type permitted Capital Stock of the Borrower, (v) directly or indirectly, holding 100% of the Capital Stock of the Borrower General Partner and the Borrower Limited Partner, (w) directly or indirectly, holding 100% of the Capital Stock of any Intermediate Holdco, (x) directly or indirectly holding Capital Stock in Sistercos, (y) performing its obligations and activities incidental to any of the foregoing and under Section 6.02 the Loan Documents and any loan agreements with respect to Non-Recourse Debt and other documents with respect to Sistercos (other than including Investments in Drop-Down Assets and contributing Drop-Down Assets to Sistercos and Unrestricted Subsidiaries) and (z) consummating the Permitted MLP Contribution and the Qualified MLP IPO and (4) with respect to the MLP (y) activities incidental to a public company and (z) the issuing of debt for borrowed money); orequity; (cD) consolidate or amalgamate with, with or merge with or into, or convey, sell transfer, lease or otherwise transfer license all or substantially all of its assets to, any Person; provided thatPerson other than (1) an Intermediate Holdco may merge into another Intermediate Holdco, (2) an Intermediate Holdco may merge into the MLP or the Borrower General Partner so long as no Default the MLP or Event of Default exists the Borrower General Partner is the surviving entity, (3) the Borrower Limited Partner may merge with (y) any Intermediate Holdco so long as the Borrower Limited Partner immediately prior to such merger is the surviving entity or would result therefrom and subject (z) the MLP so long as the MLP is the surviving entity, (4) any Drop-Down Asset may be contributed to Sections 6.11(a) any Sisterco or Unrestricted Subsidiary and (b)5) the Permitted MLP Contribution and the Qualified MLP IPO; (E) sell or otherwise dispose of any Capital Stock of any of its subsidiaries (other than, (A1) Holdings may consolidate with respect to the MLP and each Intermediate Holdco, Sistercos and (2) the Permitted MLP Contribution); (F) create or amalgamate withacquire any subsidiary or make or own any direct Investment in any Person other than (1) with respect to the Borrower General Partner, or merge the Borrower, (2) with or intorespect to the Borrower Limited Partner, any other Person (other than Intermediate Holdco, the Borrower General Partner and the Borrower and any of its subsidiaries(3) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory with respect to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of ColumbiaMLP and each Intermediate Holdco, (y) the Administrative Agent shall have a security interest in Borrower, the Collateral for Borrower General Partner, the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation Borrower Limited Partner and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), any Intermediate Holdco and (z) any Sisterco; provided that any such Investment in a Sisterco is made solely with the Borrower delivers proceeds of (1) additional Cash capital contributions received by Holdings for the specific purpose of making such Investment or Drop-Down Assets, (2) an issuance of Capital Stock by the MLP, (3) Non-Recourse Debt issued by a certificate Sisterco or Unrestricted Subsidiary or (4) a combination of a Responsible Officer with respect to the satisfaction subclauses (1) through (3) of the conditions set forth in clause (w) proviso of this clause (A)(iiF); (G) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons; or (BH) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets with respect to any other Intermediate Holdco held directly or indirectly by the Borrower Limited Partner, hold Capital Stock in any Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower General Partner or another Intermediate Holdco held directly or indirectly by the Borrower Limited Partner that directly or indirectly holds Capital Stock in the Borrower General Partner. Notwithstanding the foregoing and any for the avoidance of its subsidiariesdoubt, this Section 8.02(q) so long as shall not restrict (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (za) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, its subsidiaries from taking any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees action otherwise permitted under the Loan Guaranty Documents, (b) the indirect ownership by Holdings of Capital Stock of any subsidiary, Joint Venture or Non-Wholly Owned Subsidiary of the CollateralBorrower or (c) the making of any dividend or distribution by Holdings.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) the Indebtedness permitted to be incurred by Holdings under the Loan Documents or otherwise in connection with the Transactions, (ii) Guarantees of Indebtedness or other obligations of the any Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise permitted hereunder, (iii) Indebtedness owed to any Borrower or not prohibited hereunderany Restricted Subsidiary otherwise permitted hereunder and (iv) any Indebtedness that is contractually subordinated in right of payment to the Obligations; (b) create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it securing Indebtedness for borrowed money other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii‎(a)‎(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section ‎Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money)‎Section 6.02; or (c) engage in any material business activity or own any material assets other than (i) holding the Capital Stock of the Parent Borrower and, indirectly, any other subsidiary of the Parent Borrower (and/or any Joint Venture of any thereof); (ii) performing its obligations under the Loan Documents and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock permitted hereunder); (iv) filing Tax reports and paying Taxes, including Tax distributions made pursuant to ‎Section 6.04(a)(xv) and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting any initial public offering of its Capital Stock; (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Capital Stock of, Holdings pending the application thereof, or otherwise received and held so long as such other assets are not “operated” and (B) the proceeds of Indebtedness permitted by ‎Section 6.01; (ix) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (x) participating in tax, accounting and other administrative matters; (xi) making payments of the type permitted under Section 5.09(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions or otherwise not prohibited under this Agreement; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); (xiii) financing activities, including the issuance of Securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Parent Borrower and its other Subsidiaries to the extent permitted hereunder; (xiv) repurchases of Indebtedness through open market purchases and/or Dutch Auctions permitted hereunder; (xv) activities incidental to Permitted Acquisitions or similar Investments consummated by the Parent Borrower and/or any Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments; (xvi) consummating the Holdings Reorganization Transaction, any Permitted Reorganization or any IPO Reorganization Transaction (including any acquisition by, or combination or other similar transaction with, a special purpose acquisition company); (xvii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes related to such maintenance); (xviii) any transaction expressly permitted pursuant to clause (a), (b) and/or (d) of this Section and (xix) activities incidental or reasonably related to any of the foregoing; or (d) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)results therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Parent Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings Holdings, (wx) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, Agent and (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Parent Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(ii) and (B) Holdings may (1) consummate the Holdings Reorganization Transaction and/or (2) otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Parent Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Parent Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yx) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor the successor to Holdings will succeed to, and be substituted for, Holdings under this Agreement and Agreement, (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under Collateral pledged by Holdings, taken as a whole and (3) notwithstanding anything to the Loan Guaranty contrary in this ‎Section 6.14, nothing herein shall preclude Holdings from consummating any Permitted Reorganization or the CollateralIPO Reorganization Transaction.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise permitted or Holdings shall not prohibited hereunder; (bi) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired by it it, other than Permitted Liens; provided that any Lien securing a Guarantee (A) shall be on terms no less favorable, taken as a whole, to the Secured Parties than those contained in the documentation governing the Liens securing the Indebtedness being Guaranteed, taken as a whole (as determined by the Borrower in good faith) and (B) if the Liens securing the Indebtedness being Guaranteed is subject to an Applicable Intercreditor Agreement, shall be subject to the Applicable Intercreditor Agreement, as the case may be or (ii) engage in any business activity or own any material assets other than (iA) holding 100.0% of the Liens created Capital Stock of the Borrower, (B) performing its obligations under the Collateral Documents and, subject to the Closing Date Intercreditor AgreementLoan Documents, the collateral documents relating Term Loan Agreement (including the granting of Liens) and its Guarantees permitted hereunder or its obligations under any Guarantee of Indebtedness or other obligation otherwise permitted hereunder, (C) issuing its own Capital Stock, (D) filing tax reports and paying taxes in the ordinary course (and contesting any taxes); (E) preparing reports to any Second Lien Term LoansGovernmental Authorities; (F) holding director and shareholder meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable Law; (G) holding cash and other assets received in connection with Restricted Payments made by the Borrower and its Subsidiaries or contributions to, or proceeds from the issuance of, issuances of Capital Stock of Holdings, in each case, to which it is pending the application thereof in a partymanner not prohibited by this Agreement; (H) providing indemnification for its officers, directors and members of management; (iiI) any participating in tax, accounting and other Lien created in connection with the Transactions, administrative matters; (iiiJ) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 [reserved]; and (ivK) Liens of activities incidental or related to, or extensions of, the type permitted under Section 6.02 (other than in respect of debt for borrowed money)foregoing or otherwise approved by the Required Lenders; orand (c) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b), (A) Holdings may merge or consolidate or amalgamate with, or merge with or intoliquidate into its direct parent company (including a merger, the purpose of which is to reorganize any other such Person into a new jurisdiction); provided that (other than x) if the Borrower and any of its subsidiaries) so long as (i) Holdings is merger or consolidation involves the Parent, the Parent shall be the continuing or surviving Person and if such Person involves a Loan Party then the continuing or surviving Person shall be a Loan Party, (iiy) if the Person formed by merger or consolidation involves the direct holder of the Capital Stock of the Borrower, the continuing or surviving any such consolidation, amalgamation or merger is not Holdings Person shall become the direct holder of the Capital Stock of the Borrower (w) the successor Person (such successor Person, and shall constitute “Successor Holdings”) expressly assumes ” for all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing purposes under the laws Loan Documents), and (z) such merger or consolidation does not result in such Person ceasing to be organized under the Laws of the USUnited States, any state thereof or the District of Columbia; provided that, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant notwithstanding, anything to the Collateral Documents that is perfected to contrary contained in this Section 6.08(b), there shall at all times be at least the same extent as in effect immediately prior to such mergerone intermediate holding company that (i) is directly, consolidation or amalgamation and all actions reasonably requested indirectly, owned by the Administrative Agent to maintain such perfected status have been Parent (or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(iiany successor entity) and (Bii) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under directly holds the laws Capital Stock of the US, Borrower (or any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (Bpermitted successor entity); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateral.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) Indebtedness under the Loan Documents or otherwise in connection with the Transactions and (ii) Guarantees of Indebtedness or other obligations of the any Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations Subsidiary that are otherwise permitted or not prohibited hereunder; (b) create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); (c) engage in any business activity or own any material assets other than (i) holding the Capital Stock of the Borrowers, and, indirectly, any other subsidiary of any Borrower, (ii) performing its obligations under the Loan Documents and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting any initial public offering of its Capital Stock; (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Capital Stock of, Holdings pending the application thereof and (B) the proceeds of Indebtedness permitted by Section 6.01; (x) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (xi) participating in tax, accounting and other administrative matters; (xii) making payments of the type permitted under Section 6.09(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions or otherwise not prohibited under this Agreement; (xiii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); (xiv) making and holding intercompany loans to the Borrowers and/or the Restricted Subsidiaries of the Borrowers, as applicable; (xv) making and holding Investments of the type permitted under Section 6.06(h); (xvi) entry into, payment of fees and expenses under and performance of any other obligations under the Management Agreement and (xvii) activities incidental to any of the foregoing; or (cd) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided provided, that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower Borrowers and any of its their subsidiaries) so long as as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings Holdings, (wx) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, Agent and (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower Representative delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(iiA) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the any Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower Representative delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yx) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor the successor to Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the CollateralAgreement.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) Indebtedness under the Loan Documents, any ABL Facility or otherwise in connection with the Transactions, (ii) Indebtedness of the type permitted under Sections 6.01(a), (o) and (z) and any Refinancing Indebtedness in respect thereof (including any Guarantees thereof) and (iii) Guarantees of (x) Indebtedness or other obligations of the Parent Borrower and/or any Restricted Subsidiary, which Subsidiary that are otherwise permitted hereunder and (y) Indebtedness or other obligations are otherwise permitted or not prohibited hereunderunder any ABL Facility; (b) create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it other than (i) the Liens created securing Indebtedness of the type permitted under the Collateral Documents andSections 6.01(a), subject (o), (x) and (z) and any Refinancing Indebtedness in respect thereof (including any Guarantees thereof), subject, if applicable, to the Closing Date Intercreditor Agreements (and any other Acceptable Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party), (ii) any other Lien created in connection with the Existing Credit Agreement Transactions or the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(iia)(iii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); (c) engage in any business activity or own any material assets other than (i) directly or indirectly holding the Capital Stock of the Parent Borrower and any subsidiary of the Parent Borrower, (ii) performing its obligations under the Loan Documents, any ABL Facility and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted to be incurred, granted or made, as applicable, by it hereunder and any permitted refinancing thereof; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting the Transactions; (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Capital Stock or debt securities of, Holdings or any Parent Company pending the application thereof and (B) the proceeds of Indebtedness permitted to be incurred by it hereunder; (ix) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (x) participating in tax, accounting and other administrative matters; (xi) making payments of the type permitted under Section 6.09(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Existing Credit Agreement Transactions or the Transactions or otherwise not prohibited under this Agreement; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); (xiii) making and holding intercompany loans to Holdings, the Parent Borrower and/or the Restricted Subsidiaries of the Parent Borrower, as applicable; (xiv) making and holding Investments of the type permitted under Section 6.06(h); (xv) making Investments directly or indirectly in the Parent Borrower (and other Investment contemplated by Section 6.04(a) and making any Restricted Payment (assuming for such purpose that the definition thereof applies to the Capital Stock of Holdings)), and (xvi) activities incidental to any of the foregoing; or (cd) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Parent Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings Holdings, (wx) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, Agent and (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Parent Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(ii) and A), (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets (including the Capital Stock of the Parent Borrower) to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (xw) no Change of Control results therefrom, (yx) (1) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z2) concurrently with the consummation of such transfer, causes 100% of the Capital Stock of the Parent Borrower to be pledged to the Administrative Agent for the benefit of the Secured Parties and (y) the Parent Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yw) set forth in this clause (B)) and (z) upon its reasonable request, the Administrative Agent shall have received a customary legal opinion; provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor the successor to Holdings will succeed to, and be substituted for, Holdings under this Agreement and Holdings shall be released from all obligations under the Loan Documents, and (2C) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateral.pledge of the Capital Stock in the Parent Borrower; provided, that notwithstanding the foregoing provisions of this Section 6.14, Holdings may incur any Indebtedness, own material assets, and consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer assets to any Person, in each case, in connection with the Permitted Restructuring

Permitted Activities of Holdings. Holdings will not engage in any material operating or business activities; provided that the following activities shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests permitted to be made by the Borrower pursuant to the terms of this Agreement, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions (including under the Acquisition Agreement), the Credit Documents, the Second Lien Credit Documents and any other documents governing Indebtedness of the Borrower and the Restricted Subsidiaries permitted hereby, (iv) any public offering of its common equity or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of equity securities and the incurrence of unsecured holding company debt (provided that (1) neither the Borrower nor any Restricted Subsidiary is a borrower or a guarantor with respect to such debt and (2) such debt shall have a final maturity date that is after the then existing Latest Term Loan Maturity Date); provided that, Holdings shall not: (a) , in any event, be permitted to incur any third party secured Indebtedness for borrowed money (other than Guarantees any guarantee obligations in respect of secured Indebtedness of the Borrower and its Restricted Subsidiaries permitted to be incurred pursuant to Section 10.1), (vi) the receipt and the making (or other payment) of dividends and distributions, making contributions to the capital of the Borrower and its Restricted Subsidiaries and guaranteeing the obligations of the Borrower and/or any and its other Restricted SubsidiarySubsidiaries, which Indebtedness or other obligations are otherwise permitted or not prohibited hereunder; (b) create or suffer to exist any Lien on any asset now owned or hereafter acquired by it other than (ivii) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, (ii) any other Lien created in connection with the IPO Reorganization Transactions, (iiiviii) Liens on if applicable, participating in tax, accounting and other administrative matters as a member of the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees permitted under clause (a)(ii) above consolidated group and the underlying Indebtedness subject provision of administrative and advisory services (including treasury and insurance services) to such Guarantee is permitted the Borrower and its Subsidiaries of a type customarily provided by a holding company to be secured on the same basis pursuant to Section 6.02 and its Subsidiaries, (ivix) Liens holding any cash or property (but not operating any property) (excluding any Equity Interest of the type permitted under Section 6.02 (any Person other than in respect of debt for borrowed money); or (c) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (bthe Borrower), (Aviii) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower providing indemnification to officers and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agentdirectors, (x) Successor Holdings shall be an entity organized or existing under the laws repurchases of the US, any state thereof or the District of ColumbiaIndebtedness through open market purchases and Dutch auctions, (yxi) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant activities incidental to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation Permitted Acquisitions or amalgamation and all actions reasonably requested similar Investments consummated by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any the Restricted Subsidiaries, including the formation of its subsidiaries) so long as (x) no Change of Control results therefromacquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (yxii) the Person acquiring such assets making of Investments consisting of Cash Equivalents, (xiii) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly assumes all of the obligations of Holdings permitted under this Agreement Section 10 and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form (xiv) any activities incidental or reasonably satisfactory related to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateralforegoing.

Permitted Activities of Holdings. Holdings shall not: not (a) incur incur, directly or indirectly, any third party Indebtedness for borrowed money or any other obligation or liability whatsoever other than Guarantees Indebtedness and obligations under this Agreement and the other Loan Documents (other than such Indebtedness represented by Holdings’ guarantee of Indebtedness or other obligations under any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the Borrower and/or any Restricted Subsidiaryforegoing and operating leases of its Subsidiaries), which Indebtedness or other obligations are otherwise permitted or not prohibited hereunder; (b) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired by it other than Liens permitted by Section 7.01 (i) but only to the Liens created extent securing obligations or liabilities which Holdings is not prohibited from incurring or owing under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens terms of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (c) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b), (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), or (c) engage in any business or activity or own any assets (other than (i) those incidental to its ownership of the Equity Interests of the Borrowers and any Captive Insurance Subsidiary, (zii) holding the Subordinated Contribution Note, (iii) maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iv) the Borrower delivers a certificate performance of a Responsible Officer its obligations with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) Loan Documents and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Indebtedness permitted to be incurred by Holdings under this Agreement and or the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory Documents, (v) to the Administrative Agent extent not otherwise prohibited by the terms of this Agreement or the other Loan Documents, financing activities relating to the issuance of its securities, the declaration and payment of dividends, the making of contributions to the capital of the Borrower, and guaranteeing the obligations of the Borrowers, (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (vii) holding any cash incidental to any activities permitted under this Section 7.13, (viii) providing indemnification to officers, managers and directors and (zix) the Borrower delivers a certificate of a Responsible Officer with respect any activities incidental to the satisfaction foregoing). Holdings shall not incur any Liens on Equity Interests of the conditions under clause (yLead Borrower other than those permitted by Sections 7.01(a) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateralee).

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise permitted or Holdings shall not prohibited hereunder; (bi) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired by it it, other than Permitted Liens; provided that any Lien securing a Guarantee (A) shall be on terms no less favorable, taken as a whole, to the Secured Parties than those contained in the documentation governing the Liens securing the Indebtedness being Guaranteed, taken as a whole (as determined by the Borrower in good faith) and (B) if the Liens securing the Indebtedness being Guaranteed is subject to an Applicable Intercreditor Agreement, shall be subject to the Applicable Intercreditor Agreement, as the case may be or (ii) engage in any business activity or own any material assets other than (iA) holding 100.0% of the Liens created Capital Stock of the Borrower, (B) performing its obligations under the Collateral Documents and, subject to the Closing Date Intercreditor AgreementLoan Documents, the collateral documents relating ABL Credit Agreement (including the granting of Liens) and its Guarantees permitted hereunder or its obligations under any Guarantee of Indebtedness or other obligation otherwise permitted hereunder, (C) issuing its own Capital Stock, (D) filing tax reports and paying taxes in the ordinary course (and contesting any taxes); (E) preparing reports to any Second Lien Term LoansGovernmental Authorities; (F) holding director and shareholder meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable Law; (G) holding cash and other assets received in connection with Restricted Payments made by the Borrower and its Subsidiaries or contributions to, or proceeds from the issuance of, issuances of Capital Stock of Holdings, in each case, to which it is pending the application thereof in a partymanner not prohibited by this Agreement; (H) providing indemnification for its officers, directors and members of management; (iiI) any participating in tax, accounting and other Lien created in connection with the Transactions, administrative matters; (iiiJ) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 [reserved]; and (ivK) Liens of activities incidental or related to, or extensions of, the type permitted under Section 6.02 (other than in respect of debt for borrowed money)foregoing or otherwise approved by the Required Lenders; orand (c) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b), (A) Holdings may merge or consolidate or amalgamate with, or merge with or intoliquidate into its direct parent company (including a merger, the purpose of which is to reorganize any other such Person into a new jurisdiction); provided that (other than x) if the Borrower and any of its subsidiaries) so long as (i) Holdings is merger or consolidation involves the Parent, the Parent shall be the continuing or surviving Person and if such Person involves a Loan Party then the continuing or surviving Person shall be a Loan Party, (iiy) if the Person formed by merger or consolidation involves the direct holder of the Capital Stock of the Borrower, the continuing or surviving any such consolidation, amalgamation or merger is not Holdings Person shall become the direct holder of the Capital Stock of the Borrower (w) the successor Person (such successor Person, and shall constitute “Successor Holdings”) expressly assumes ” for all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing purposes under the laws Loan Documents), and (z) such merger or consolidation does not result in such Person ceasing to be organized under the Laws of the USUnited States, any state thereof or the District of Columbia; provided that, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant notwithstanding, anything to the Collateral Documents that is perfected to contrary contained in this Section 6.08(b), there shall at all times be at least the same extent as in effect immediately prior to such mergerone intermediate holding company that (i) is directly, consolidation or amalgamation and all actions reasonably requested indirectly, owned by the Administrative Agent to maintain such perfected status have been Parent (or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(iiany successor entity) and (Bii) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under directly holds the laws Capital Stock of the US, Borrower (or any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (Bpermitted successor entity); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateral.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) the Indebtedness permitted to be incurred by Holdings under the Loan Documents and any Second Lien Facility or otherwise in connection with the Transactions and (ii) Guarantees of Indebtedness or other obligations of the Top Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations Subsidiary that are otherwise permitted or not prohibited hereunder; (b) create or suffer to exist any Lien on any asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term LoansFacility, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (c) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Top Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (wx) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, Agent and (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Top Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(iiA) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Top Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Top Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yx) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateral.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise permitted or not prohibited hereunder; (b) create or suffer to exist any Lien on any asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary that are otherwise permitted under clause (a)(ii) above hereunder and the underlying Indebtedness subject to such Guarantee Guarantees is of the type permitted to be secured on the same basis pursuant to Section 6.02 7.01 and (iv) Liens of the type permitted under Section 6.02 7.01 (other than in respect of debt Indebtedness for borrowed money); or (cb) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer Dispose of all or substantially all of its assets to, any Person, or dissolve or cancel its existence; provided thatprovided, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and that (b), (Ai) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its subsidiariesSubsidiaries) so long as (iA) Holdings is the continuing or surviving Person or (iiB) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the any such successor Person or acquiror referred to in clause (such successor Personii) below, “Successor Holdings”), (1) Successor Holdings shall be an entity organized or existing under the law of the US, any state thereof or the District of Columbia and (2) Successor Holdings shall expressly assumes assume all obligations Obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, and (xii) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person (other than the Borrower and any of its Subsidiaries), including in connection with a dissolution or cancellation of its existence, so long as (1) no Change of Control results therefrom, (2) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), Columbia and (z3) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Successor Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations Obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B)Agent; provided, further, that (1x) if the conditions set forth in the preceding proviso provisos are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws law of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of its Guarantee of the Guarantees under the Loan Guaranty Guaranteed Obligations or the Collateral.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) Indebtedness under the Loan Documents, or otherwise in connection with the Transactions, (ii) Indebtedness of the type permitted under Section 6.01(o) and (iii) Guarantees of Indebtedness or other obligations of the Borrower Borrowers and/or any Restricted Subsidiary, which Indebtedness or other obligations Subsidiary that are otherwise permitted or not prohibited hereunder;hereunder; (b) create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it other than (i) the Liens created or permitted under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term LoansDocuments, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); money); (c) engage in any business activity or own any material assets other than (i) holding the Capital Stock of the Lead Borrower, and, indirectly, any other subsidiary of the Lead Borrower, (ii) performing its obligations under the Loan Documents and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; ; (vii) [reserved]); (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Capital Stock of, Holdings pending the application thereof or payment of dividends and (B) the proceeds of Indebtedness permitted by Section 6.01; (x) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (xi) participating in tax, accounting and other administrative matters as a member of a consolidated group in which both Holdings and the Lead Borrower are members, including compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees; (xii) making payments of the type permitted under Section 6.09(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions, the transactions contemplated by this Agreement, or otherwise not prohibited under this Agreement; (xiii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); (xiv) making and holding intercompany loans to the Borrowers and/or the Restricted Subsidiaries of the Borrowers, as applicable; (xv) making and holding Investments of the type permitted under Section 6.06(h); and (xvi) activities incidental to any of the foregoing; or (cd) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower Borrowers and any of its their subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings Holdings, (wx) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, Agent and (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Lead Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(iiA) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower Borrowers and any of its their subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Lead Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yx) set forth in this clause (B); B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor the successor to Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the CollateralAgreement.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) Indebtedness under the Loan Documents or otherwise in connection with the Transactions and (ii) Guarantees of Indebtedness or other obligations of the any Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations Subsidiary that are otherwise permitted or not prohibited hereunder; (b) create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); (c) engage in any business activity or own any material assets other than (i) holding the Capital Stock of the Borrowers, and, indirectly, any other subsidiary of any Borrower, (ii) performing its obligations under the Loan Documents and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting any initial public offering of its Capital Stock; (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Capital Stock of, Holdings pending the application thereof and (B) the proceeds of Indebtedness permitted by Section 6.01; (x) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (xi) participating in tax, accounting and other administrative matters; (xii) making payments of the type permitted under Section 6.09(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions or otherwise not prohibited under this Agreement; (xiii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); (xiv) making and holding intercompany loans to the Borrowers and/or the Restricted Subsidiaries of the Borrowers, as applicable; (xv) making and holding Investments of the type permitted under Section 6.06(h); (xvi) entry into, payment of fees and expenses under and performance of any other obligations under the Management Agreement and (xvii) activities incidental to any of the foregoing; or (cd) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided provided, that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower Borrowers and any of its their subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings Holdings, (wx) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, Agent and (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower Representative delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(iiA) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the any Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower Representative delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yx) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor the successor to Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the CollateralAgreement.

Permitted Activities of Holdings. Holdings shall not:the Excluded Entities and the UK Joint Venture Entities. (a) incur Holdings shall not (i) incur, directly or indirectly, any third party Indebtedness for borrowed money or any other obligation or liability whatsoever other than Guarantees (A) the Indebtedness and obligations under this Agreement and the other Credit Documents, (B) any Permitted Unsecured Indebtedness, the Existing Unsecured Notes and any Indebtedness and obligations under the Revolving Credit Agreement Documents and any Alternative Facility Credit Documents, (C) any Permitted Refinancing Indebtedness, (D) the Indebtedness permitted pursuant to Section 6.1(c) and obligations with respect thereto and (E) guaranties of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise permitted or not prohibited hereunder; pursuant to Section 6.1(w); (bii) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired acquired, created, leased or licensed by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, party or permitted pursuant to Section 6.2; (iii) Liens on engage in any business or activity or own any assets other than (A) directly or indirectly holding (1) 100% of the Collateral that are secured on a pari passu Equity Interests of Borrower and (2) its other Subsidiaries, (B) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, any Revolving Credit Agreement Documents or junior basis with documents governing the Secured ObligationsExisting Unsecured Notes, so long as such Liens secure Guarantees Permitted Unsecured Indebtedness or any Alternative Facility Credit Documents, any Permitted Refinancing Indebtedness and any Indebtedness permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 6.1(c); and (C) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (c) consolidate or amalgamate with, with or merge with or into, or convey, sell transfer, lease or otherwise transfer license all or substantially all of its assets to, any Person; provided that, so long (v) sell or otherwise dispose of any Equity Interests of any of its Subsidiaries; or (vi) fail to hold itself out to the public as no Default or Event of Default exists or would result therefrom a legal entity separate and subject to Sections 6.11(a) and distinct from all other Persons. (b)) Until the Dutch Opco Guaranty and Collateral Date, (A) Holdings may consolidate or amalgamate withnotwithstanding anything else in this Agreement to the contrary, or merge with or into, no Credit Party nor any other Person Subsidiary of any Credit Party (other than the Borrower and any of its subsidiariesDutch Opco) so long as may (i) Holdings is the continuing create, incur, assume or surviving Person guaranty, or (ii) if the Person formed by otherwise become or surviving remain directly or indirectly liable with respect to any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral Indebtedness for the benefit of the Secured Parties Dutch Opco, (ii) incur any Liens or enter into any negative pledges for the benefit of the Dutch Opco, (iii) make any Restricted Junior Payments to, Investments in, or Asset Sales to, the Dutch Opco or (iv) merge with or into the Dutch Opco. (c) Until the Dutch Opco Guaranty and Collateral Date, notwithstanding anything else in this Agreement to the contrary, (i) no Credit Party nor any Subsidiary of any Credit Party (other than the Dutch Opco) may make any Restricted Junior Payments to, Investments in, or Asset Sales to, the Borrower other than solely to facilitate the payment of any of the Obligations or any obligations under any Alternative Facility or any other Indebtedness permitted hereunder, and any such Restricted Junior Payments, Investments or Asset Sales shall only be made to the Borrower within five Business Days prior to the date of any such payment and (ii) other than in connection with the funding as of the Second Amendment Effective Date and as set forth in the letter of direction delivered pursuant to Section 3.1(n) or the Collateral Documents that is perfected Funding Notice delivered pursuant to at least the same extent as in effect immediately prior to such mergerSection 3.1(p), consolidation Borrower shall not make any Investments or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms other payments other than payments of any of the applicable Loan Documents)Obligations or any obligations under any Alternative Facility or any other Indebtedness permitted hereunder. (d) In respect of the Excluded Entities, and no Credit Party nor any Subsidiary of any Credit Party (zother than another Excluded Entity) the Borrower delivers a certificate of a Responsible Officer may (i) create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness for the satisfaction benefit of any Excluded Entity, (ii) incur any Liens or enter into any negative pledges for the benefit of any Excluded Entity, (iii) make any Restricted Junior Payments to, Investments in, or Asset Sales to, any Excluded Entity or (iv) merge with or into any Excluded Entity. Further, no Excluded Entity may, for so long as such Person is a direct or indirect Subsidiary of any Credit Party: (i) engage in any business from and after the Closing Date except to the extent (A) it is engaged in such business prior to the Closing Date or (B) related to any insolvency, liquidation or dissolution proceedings, (ii) hold or acquire a material amount of assets or liabilities in excess of any assets or liabilities such Excluded Entity holds as of the conditions set forth Closing Date, (iii) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than to the extent in clause existence as of the Closing Date or (wiv) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons. (e) In respect of the UK Joint Venture Entities, no Credit Party nor any Subsidiary of any Credit Party (other than the South African Subsidiaries) may (i) create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness for the benefit of any UK Joint Venture Entity, (ii) incur any Liens or enter into any negative pledges for the benefit of any UK Joint Venture Entity, (iii) make any Restricted Junior Payments to, or Asset Sales to, any UK Joint Venture Entity, (iv) merge with or into any UK Joint Venture Entity, (v) make any Investments in any UK Joint Venture Entity other than, in the case of this clause (A)(iiv), Investments permitted pursuant to Section 6.6(d)(B), Section 6.6(e) and or Section 6.6(n) in each case solely in connection with establishing the UK Joint Venture Entities or (Bvi) Holdings may otherwise conveyin the case of a UK Joint Venture Entity, sell or otherwise transfer all or substantially all of its assets to make any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (Investments other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfiedclause (v) or in the immediately succeeding sentence. Further, Successor Holdings will succeed to, and be substituted for, Holdings no UK Joint Venture Entity may: (i) engage in any business other than as expressly permitted under this Agreement and Section 6.13(e), (2ii) it is understood and agreed that Holdings may convert into another form hold or acquire any assets other than (a) an intercompany loan balance owing by the South African Subsidiaries in favor of entity organized one or existing under the laws more of the USUK Joint Venture Entities assumed by such UK Joint Venture Entities in connection with the Acquisition (provided the proceeds of such intercompany loan did not originate from a Credit Party or from the proceeds of a Loan), any state thereof or (b) the District proceeds of Columbia Restricted Junior Payments received from the South African Subsidiaries so long as such conversion does not adversely affect proceeds are immediately distributed to such UK Joint Venture Entities’ equity holders on a pro rata basis and (c) Equity Interests in another UK Joint Venture Entity, (iii) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than operating expenses incurred in the value ordinary course of business or (iv) fail to hold itself out to the Guarantees under the Loan Guaranty or the Collateralpublic as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than Guarantees of (i) Indebtedness or other obligations in connection with the Transactions, (ii) Indebtedness of the type permitted under Sections 6.01(a), (o), (x), (y) and (z) and any Refinancing Indebtedness in respect thereof (including any Guarantees thereof) and (iii) Indebtedness that is not guaranteed by the Lead Borrower and/or or any Restricted Subsidiary, which Indebtedness or other obligations Subsidiary that are otherwise permitted or not prohibited hereunder; (b) create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it other than the Liens securing Indebtedness of the type permitted under Sections 6.01(a), (o), (x), (y) and (z) and any Refinancing Indebtedness in respect thereof (including any Guarantees thereof), subject, if applicable, to an ABL Intercreditor Agreement; (c) engage in any business activity or own any material assets other than (i) holding the Liens created under Capital Stock of the Collateral Documents Lead Borrower, as applicable, and, subject to indirectly, any other subsidiary of the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a partyLead Borrower, (ii) performing its obligations under the Loan Documents, any First Lien Facility, any Second Lien Facility and other Lien created Indebtedness, Liens (including the granting of Liens) and Guarantees permitted to be incurred, granted or made, as applicable, by it hereunder; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting any initial public offering of its Capital Stock; (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the Transactionscapital of, or proceeds from the issuance of Capital Stock of, Holdings pending the application thereof and (iiiB) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees proceeds of Indebtedness permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted by to be secured on the same basis pursuant to Section 6.02 incurred by it hereunder; (ix) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (ivx) Liens participating in tax, accounting and other administrative matters; (xi) making payments of the type permitted under Section 6.02 6.09(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions or otherwise not prohibited under this Agreement; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); (xiii) making and holding intercompany loans to the Lead Borrower and/or the Restricted Subsidiaries of the Lead Borrower, as applicable; (xiv) making and holding Investments of the type permitted under Section 6.06(h); (xv) making Investments in the Lead Borrower (and other than in respect Investment contemplated by Section 6.04(a) and making any Restricted Payment (assuming for such purpose that the definition thereof applies to the Capital Stock of debt for borrowed moneyHoldings), and (xvi) activities incidental to any of the foregoing; or (cd) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Lead Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings Holdings, (wx) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, Agent and (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Lead Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(iiA) and (z) upon its reasonable request, the Administrative Agent shall have received a customary legal opinion, (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets (including the Capital Stock of the Lead Borrower) to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (xw) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (Bx); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateral.

Permitted Activities of Holdings. Holdings shall not: (a) 6.14.1. incur any third party Indebtedness for borrowed money other than Guarantees of (i) Indebtedness or other obligations in connection with the Transactions, (ii) Indebtedness of the type permitted under Sections 6.01(a), (o) and (z) and any Refinancing Indebtedness in respect thereof (including any Guarantees thereof) and (iii) Indebtedness that is not guaranteed by the Lead Borrower and/or or any Restricted Subsidiary, which Indebtedness or other obligations Subsidiary that are otherwise permitted or not prohibited hereunder; (b) 6.14.2. create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it other than the Liens securing Indebtedness of the type permitted under Sections 6.01(a), (o), (x) and (z) and any Refinancing Indebtedness in respect thereof (including any Guarantees thereof), subject, if applicable, to an ABL Intercreditor Agreement; 6.14.3. engage in any business activity or own any material assets other than (i) directly or indirectly holding the Liens created under Capital Stock of the Collateral Documents and, subject to Lead Borrower and any subsidiary of the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a partyLead Borrower, (ii) performing its obligations under the Loan Documents and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted to be incurred, granted or made, as applicable, by it hereunder; (iii) issuing its own Capital Stock (other than Disqualified Capital Stock) (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other Lien created acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting the Transactions; (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the Transactionscapital of, or proceeds from the issuance of Capital Stock or debt securities of, Holdings or any Parent Company pending the application thereof and (iiiB) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees permitted under clause (a)(ii) above and the underlying proceeds of Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 incurred by it hereunder; (ix) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (ivx) Liens participating in tax, accounting and other administrative matters; (xi) making payments of the type permitted under Section 6.02 6.09(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions or otherwise not prohibited under this Agreement; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); (xiii) making and holding intercompany loans to the Lead Borrower and/or the Restricted Subsidiaries of the Lead Borrower, as applicable; (xiv) making and holding Investments of the type permitted under Section 6.06(h); (xv) making Investments directly or indirectly in the Lead Borrower (and other than in respect Investment contemplated by Section 6.04(a)) and making any Restricted Payment (assuming for such purpose that the definition thereof applies to the Capital Stock of debt Holdings), (xvi) consummating any transaction permitted by Section 6.14(d), including creating, and directly or indirectly holding the Capital Stock of, any other Person for borrowed moneypurposes of effectuating any transaction permitted by Section 6.14(d), and (xvii) activities incidental to any of the foregoing; or (c) 6.14.4. consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b), (A) Holdings may consolidate or amalgamate with, or merge with or into, any Holding Company or any other Person (other than the Lead Borrower and any of its subsidiaries) so long as (i) Holdings such Holding Company is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings a Holding Company, (wx) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party in a manner reasonably satisfactory to the Administrative Agent and (y) delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (x) of this clause (A) and (z) upon its reasonable request, the Administrative Agent shall have received a customary legal opinion and (B) Holdings may convey, sell or otherwise transfer all or substantially all of its assets (including the Capital Stock of the Lead Borrower) to any other Person so long as (x) no Change of Control results therefrom, (y) (1) if not a Holding Company, the Person acquiring such assets expressly assumes all of the obligations of such Holding Company under this Agreement and the other Loan Documents to which such Holding Company is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x2) Successor Holdings shall be an entity organized or existing under concurrently with the laws consummation of such transfer, causes 100% of the USCapital Stock of the Lead Borrower, any state thereof or to the District of Columbiaextent applicable, (y) to be pledged to the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to Parties, (3) the Person acquiring such assets shall have complied with the Collateral Documents that is perfected and Guarantee Requirement and Perfection Requirements applicable to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), Holdings and (z4) the Lead Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the foregoing conditions set forth in clause (w) of under this clause (A)(iiB)(y) and (Bz) (1) Holdings except as the Administrative Agent may otherwise conveyagree, sell or otherwise transfer all or substantially all of each Loan Party shall have executed and delivered a reaffirmation agreement with respect to its assets to any other Person organized or existing obligations under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement Loan Guaranty and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to and (2) upon its reasonable request, the Administrative Agent and (z) the Borrower delivers shall have received a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B)customary legal opinion; provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor the successor to Holdings will succeed to, and be substituted for, Holdings under this Agreement and Holdings shall be released from all obligations under the Loan Documents, and (2C) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateralpledge of the Capital Stock in the Lead Borrower.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) Indebtedness under the Loan Documents, or otherwise in connection with the Transactions, (ii) Indebtedness of the type permitted under Section 6.01(o) and (iii) Guarantees of Indebtedness or other obligations of the Borrower Borrowers and/or any Restricted Subsidiary, which Indebtedness or other obligations Subsidiary that are otherwise permitted or not prohibited hereunder; (b) create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it other than (i) the Liens created or permitted under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term LoansDocuments, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); (c) engage in any business activity or own any material assets other than (i) holding the Capital Stock of the Lead Borrower, and, indirectly, any other subsidiary of the Lead Borrower, (ii) performing its obligations under the Loan Documents and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; ; (vii) [reserved]); (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Capital Stock of, Holdings pending the application thereof or payment of dividends and (B) the proceeds of Indebtedness permitted by Section 6.01; (x) providing indemnification for its officers, directors, members of management, employees and advisors or #94168740v7#95106251v8 consultants; (xi) participating in tax, accounting and other administrative matters as a member of a consolidated group in which both Holdings and the Lead Borrower are members, including compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees; (xii) making payments of the type permitted under Section 6.09(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions, the transactions contemplated by this Agreement, or otherwise not prohibited under this Agreement; (xiii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); (xiv) making and holding intercompany loans to the Borrowers and/or the Restricted Subsidiaries of the Borrowers, as applicable; (xv) making and holding Investments of the type permitted under Section 6.06(h); and (xvi) activities incidental to any of the foregoing; or (cd) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower Borrowers and any of its their subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings Holdings, (wx) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, Agent and (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Lead Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(iiA) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower Borrowers and any of its their subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Lead Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yx) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor the successor to Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the CollateralAgreement.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) Indebtedness under the Loan Documents, any ABL Facility, the Existing Credit Agreement and the 2025 Senior Unsecured Notes or otherwise in connection with the Existing Credit Agreement Transactions and the Transactions, (ii) Indebtedness of the type permitted under Section 6.01(o) and (iii) Guarantees of (x) Indebtedness or other obligations of the Parent Borrower and/or any Restricted Subsidiary, which Subsidiary that are otherwise permitted hereunder and (y) Indebtedness or other obligations are otherwise permitted or not prohibited hereunderunder any ABL Facility and the 2025 Senior Unsecured Notes; (b) create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, (ii) any other Lien created in connection with the Existing Credit Agreement Transactions or the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(iia)(iii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); (c) engage in any business activity or own any material assets other than (i) holding the Capital Stock of the Borrower, as applicable, and, indirectly, any other subsidiary of the Borrower, (ii) performing its obligations under the Loan Documents, any ABL Facility, the Existing Credit Agreement, the 2025 Senior Unsecured Notes, any ABL Facility and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder and any permitted refinancing thereof; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting any initial public offering of its Capital Stock; (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Capital Stock of, Holdings pending the application thereof and (B) the proceeds of Indebtedness permitted by Section 6.01; (x) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (xi) participating in tax, accounting and other administrative matters; (xii) making payments of the type permitted under Section 6.09(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Existing Credit Agreement Transactions or the Transactions or otherwise not prohibited under this Agreement; (xiii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); (xiv) making and holding intercompany loans to the Parent Borrower and/or the Restricted Subsidiaries of the Borrower, as applicable; (xv) making and holding Investments of the type permitted under Section 6.06(h); and (xvi) activities incidental to any of the foregoing; or (cd) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Parent Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings Holdings, (wx) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, Agent and (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Parent Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(iiA) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Parent Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Parent Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yx) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor the successor to Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood all references herein and agreed that in the other Loan Documents to Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as shall be deemed a reference to such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateralsuccessor.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) the Indebtedness permitted to be incurred by Holdings under the Loan Documents and any Second Lien Facility or otherwise in connection with the Transactions, (ii) Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise permitted hereunder, (iii) Indebtedness owed to the Borrower or not prohibited hereunderany Restricted Subsidiary otherwise permitted hereunder and (iv) any Indebtedness or other obligations arising in respect of its Guarantee of the iStar Sale/Leaseback, iStar Sale/Leaseback 2014, any Excluded Property Transaction and any iStar Exchange; (b) create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term LoansFacility, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt Indebtedness for borrowed moneymoney not referred to in clause (a)(i) of this Section 6.13); or (c) engage in any material business activity or own any material assets other than (i) holding the Capital Stock of the Borrower and, indirectly, any other subsidiary of the Borrower (and/or any Joint Venture of any thereof); (ii) performing its obligations under the Loan Documents and any Second Lien Facility and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock permitted hereunder); (iv) filing Tax reports and paying Taxes, including Tax distributions made pursuant to Section 6.04(a)(xv) and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting any initial public offering of its Capital Stock; (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Capital Stock of, Holdings pending the application thereof and (B) the proceeds of Indebtedness permitted by Section 6.01; (ix) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (x) participating in tax, accounting and other administrative matters; (xi) making payments of the type permitted under Section 6.09(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions, the Amendment No. 1 Transactions or otherwise not prohibited under this Agreement; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); (xiii) [reserved]; (xiv) repurchases of Indebtedness through open market purchases and/or Dutch Auctions permitted hereunder; (xv) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and/or any Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments; (xvi) consummating the Holdings Reorganization Transaction, any Permitted Reorganization or any IPO Reorganization Transaction; (xvii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes related to such maintenance), (xviii) activities incidental or reasonably related to any of the foregoing and (xvii) any transaction expressly permitted pursuant to clauses (a), (b) and/or (d) of this Section 6.14; or (d) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings Holdings, (wx) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, Agent and (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(ii) and (B) Holdings may (1) consummate the Holdings Reorganization Transaction and/or (2) otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yx) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor the successor to Holdings will succeed to, and be substituted for, Holdings under this Agreement and Agreement, (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under Collateral pledged by Holdings, taken as a whole and (3) notwithstanding anything to the Loan Guaranty contrary in this Section 6.14, nothing herein shall preclude Holdings from consummating any Permitted Reorganization or the CollateralIPO Reorganization Transaction.

Permitted Activities of Holdings. Holdings shall not: not (a) incur incur, directly or indirectly, any third party Indebtedness for borrowed money or any other obligation or liability whatsoever other than Guarantees of the Indebtedness and obligations under the Related Agreements, the Tender Offer Documents and the Credit Documents and obligations and liabilities incidental to its activities; (b) issue any preferred Capital Stock other than preferred Capital Stock that (i) does not provide for any cash dividend payments or other obligations cash distributions in respect thereof on or prior to the maturity of the Borrower and/or Senior Subordinated Notes and (ii) by its terms or upon the happening of any Restricted Subsidiaryevent, which Indebtedness does not (A) mature or other obligations are become redeemable (whether mandatory or optional) pursuant to a sinking fund or otherwise permitted prior to the maturity of the Senior Subordinated Notes or (B) become convertible or exchangeable at the option of the holder thereof for Indebtedness, or preferred Capital Stock that is not prohibited hereunder; substantially similar to the preferred Capital Stock being issued; (bc) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party; (d) engage in any business or activity or own any assets other than (i) holding 100% of the Capital Stock of Company, (ii) any other Lien created in connection with performing its obligations and activities incidental thereto under the TransactionsCredit Documents, and to the extent not inconsistent therewith, the Related Agreements and the Tender Offer Documents and (iii) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees permitted under clause making Restricted Junior Payments and Investments in Company; (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (ce) consolidate or amalgamate with, with or merge with or into, or convey, sell transfer or otherwise transfer lease all or substantially all of its assets to, any Person; provided that(f) sell or otherwise dispose of any Capital Stock of Company (including the Permitted Option); (g) create or acquire any Subsidiary or make or own any Investment in any Person other than Company; or (h) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons; provided, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)that notwithstanding the foregoing, Holdings may (A) enter into the Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower Notes Indenture and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidationdocuments and agreements in connection therewith, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) issue the Holdings may otherwise conveyNotes, sell or otherwise transfer all or substantially all the gross proceeds of its assets which will be up to any other Person organized or existing under the laws $100.0 million, (C) form a new Subsidiary to act as co-issuer of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefromHoldings Notes, (yD) engage in any activities incidental to the Person acquiring such assets expressly assumes all issuance of the obligations Holdings Notes and (E) utilize a distribution of Holdings under this Agreement a portion of the proceeds of the New Term Loans to effect the Tender Offer and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the CollateralRepurchase.

Permitted Activities of Holdings. Holdings shall not: not (a) incur incur, directly or indirectly, any third party Indebtedness for borrowed money or any other obligation or liability whatsoever other than Guarantees (i) Permitted Holding Company Debt, (ii) Indebtedness and obligations under this Agreement and the other Credit Documents or under the Second Lien Credit Documents, (iii) Guarantee Obligations in respect of Indebtedness or other obligations or liabilities of the Borrower and/or Company or any Restricted Subsidiary, which Subsidiary permitted to be incurred pursuant to the terms of this Agreement and (iv) Indebtedness or other obligations are otherwise permitted or not prohibited hereunder; in respect of Hedging Agreements; (b) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Security Documents and, subject to or the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, Credit Documents to which it is a partyparty or nonconsensual Liens imposed by operation of law; or (c) engage in any business or activity or own any assets other than (i) those incidental to its ownership of the Stock and Stock Equivalents of the Company, any public offering of its Stock or any transaction that Holdings is permitted to enter into or consummate under this Section 10.12, (ii) any other performing its obligations and activities under the Credit Documents and the Second Lien created in connection with the TransactionsCredit Documents, (iii) Liens on making Investments to the Collateral that are secured on a pari passu or junior basis with the Secured Obligationsextent permitted by this Agreement, so long as such Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens making Investments to the extent that payment for such Investments is made solely with Stock or Stock Equivalents and/or the proceeds of Holding Company Debt or the type permitted under Section 6.02 (other than in respect issuance of debt for borrowed money); or (c) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all Stock of its assets to, any Person; provided that, so long as no Default or Event Stock Equivalents of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)Holdings, (Av) Holdings may consolidate or amalgamate with, or merge making other Investments with or into, any other Person (other than the Borrower and any proceeds of its subsidiaries) so long as (i) Holdings is dividends received from the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto Company in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documentscompliance with Section 10.6(d)(iv), and (zvi) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth Investment in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized Company or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the CollateralRestricted Subsidiary.

Permitted Activities of Holdings. Holdings shall not: not (a) incur incur, directly or indirectly, any third party Indebtedness for borrowed money (other than Guarantees (i) Indebtedness under the Subordinated Credit Agreement in an aggregate principal amount not to exceed $120,000,000 at any time outstanding (plus capitalized interest (including interest paid in kind) thereon, the principal amount of any new notes issued in lieu of capitalizing any interest payable in kind thereon and capitalized fees thereon and (ii) the Put Notes) and any “permitted refinancing” or similar term under the Subordinated Credit Agreement thereof; provided that the incurrence of Indebtedness pursuant to an incremental term facility permitted to be incurred under the Subordinated Credit Agreement shall be permitted hereunder so long as the Total Net Leverage Ratio (determined on a Pro Forma Basis and without netting the Cash proceeds of any such incremental term Indebtedness) is no greater than 6.00:1.00 for the most recently ended Test Period) or any other obligation or liability whatsoever other than the Obligations, guaranties of the obligations of another Credit Party, and liabilities under engagement letters, retention letters and other similar agreements with accounting firms, law firms and corporate service companies and other similar agreements and contracts entered into the Borrower and/or ordinary course of its business by Holdings, customary agreements in connection with the establishment and maintenance of Deposit Accounts and employee benefit plans and programs, non-consensual obligations permitted hereunder and any Restricted Subsidiary, which other Indebtedness or other obligations are otherwise permitted or not prohibited hereunder; hereunder to be incurred by Holdings pursuant to Section 6.01; (b) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, party and non-consensual Liens; (c) engage in any business or activity or own any assets other than (i) holding one hundred percent (100%) of the Capital Stock of the Borrowers; (ii) any other Lien created in connection with the Transactions, performing its obligations and activities incidental thereto; (iii) Liens on the Collateral that are secured on maintenance of its existence; (iv) selling Capital Stock pursuant to Permitted Stock Issuances and entering into agreements and other documents not prohibited by this Agreement to effectuate such sale and issuance; (v) its participation in Tax, accounting and other administrative matters as a pari passu or junior basis with member of the Secured Obligationsconsolidated group of Holdings and its Subsidiaries, so long as such Liens secure Guarantees permitted under clause (a)(iivi) above incurring fees, costs and the underlying Indebtedness subject expenses relating to such Guarantee is overhead and general operations including professional fees for legal, Tax and accounting issues, (vii) providing indemnification to officers and directors, (viii) engaging in activities expressly permitted to be secured on conducted by Holdings hereunder (including actions as a borrower under the same basis pursuant Subordinated Credit Agreement), (ix) to make or pay any Restricted Payments permitted by Section 6.02 6.05) and (ivx) Liens of engaging in the type permitted under Section 6.02 activities described in the Services Agreement referred to in Schedule 6.07; (other than in respect of debt for borrowed money); or (cd) consolidate or amalgamate with, with or merge with or into, or convey, sell transfer, lease or otherwise transfer license all or substantially all of its assets to, any Person; provided that, so long (e) sell or otherwise dispose of any Capital Stock of any of its directly-owned Restricted Subsidiaries (except as no Default permitted by Section 6.09); (f) create or Event of Default exists acquire any Restricted Subsidiary or would result therefrom and subject to Sections 6.11(a) and (b), (A) Holdings may consolidate make or amalgamate with, or merge with or into, own any other Investment in any Person (other than the Borrower Borrowers, Cash Equivalents and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person set forth on Schedule 6.07; or (iig) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents fail to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory hold itself out to the Administrative Agent, (x) Successor Holdings shall be an public as a legal entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation separate and distinct from all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the CollateralPersons.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money money, other than (i) the Indebtedness permitted to be incurred by Holdings under the Loan Documents or otherwise in connection with the Transactions, (ii) Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise permitted hereunder, (iii) Indebtedness owed to the Borrower or not prohibited hereunderany Restricted Subsidiary and (iv) Qualified Holdings Indebtedness; (b) create or suffer to exist any Lien on any asset now owned or hereafter acquired by it it, other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted to be incurred by Holdings under Section 6.02 (other than in respect of debt for borrowed money); (c) engage in any business activity, other than (i) holding the Capital Stock of the Borrower and, indirectly, any subsidiary of the Borrower (it being agreed that Holdings will not own Capital Stock (except on an interim basis in connection with any transaction otherwise permitted under this Section 6.13) of any Person other than the Borrower), (ii) the entry into, and the performance of its obligations under, the Loan Documents and the agreements or instruments evidencing or governing other Indebtedness and Guarantees permitted hereunder (including, subject to clause (b) above, the granting of Liens with respect thereto), (iii) the consummation of the Transactions, (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes), (v) preparing reports to Governmental Authorities and to its shareholders, (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its legal existence or to comply with applicable law, (vii) (A) issuing and selling its Capital Stock and making any dividend or other distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any of its Capital Stock and (B) performing activities in preparation for and consummating any public offering of, or any other issuance or sale of, its or any other Parent Company’s Capital Stock, including paying fees and expenses related thereto, (viii) holding Cash and Cash Equivalents, maintaining deposit accounts and holding other assets received from any Person holding any Capital Stock of Holdings (including as a result of issuance and sale of, or a capital contribution in respect of, any Capital Stock of Holdings) or, subject to clause (a) above, as proceeds of incurrence of any Indebtedness, or, in each case, the proceeds and products of any of the foregoing, (ix) (A) any transaction (including any Restricted Payment and Investment) between Holdings, on the one hand, and the Borrower or any of its Restricted Subsidiaries, on the other hand, in each case, expressly permitted under this Article 6 or between Holdings, on the one hand, and any Unrestricted Subsidiary, on the other hand, in each case, not expressly prohibited under this Article 6, (B) any other transaction or activity expressly contemplated under this Article 6 to be undertaken by Holdings or any other Parent Company and (C) any purchase of any Indebtedness of the Borrower or any of its subsidiaries, and, in each case under this clause (ix), holding any assets received as a result of such transaction, (x) the entry into, and performance of its obligations under, contracts and other arrangements with Employee Related Persons of Holdings, any other Parent Company, the Borrower or any of its subsidiaries, including the providing of indemnification to such Persons and the making of Investments of the type permitted under Section 6.05(h), (xi) participating in tax, accounting and other administrative matters, (xii) the obtainment of, and the payment of any fees, expenses and indemnities for, management, consulting, monitoring, investment banking, advisory and other services to the extent otherwise permitted by this Agreement, including any services or payments of the type permitted under Sections 6.08(f), 6.08(h) and 6.08(j), (xiii) the entry into, and performance of its obligations under, any document or agreement not prohibited under this Section 6.13(c) to be entered into or undertaken by Holdings, (xiv) complying with applicable law and (xv) activities incidental to any of the foregoing; or (cd) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided thatprovided, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and that (b), (Ai) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its subsidiaries), or (ii) convey, sell or otherwise transfer all or substantially all of its assets to any other Person (other than the Borrower and any of its subsidiaries), in each case, so long as (A) either (1) in the case of any transaction referred to in clause (i) above, Holdings is the continuing or surviving Person or (ii2) if the Person formed by continuing or surviving Person (if not Holdings) or the transferee Person (any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) (v) written notice of such merger, consolidation or amalgamation must be provided to the Administrative Agent at least ten (10) Business Days prior to the effectiveness thereof, (w) the Borrower shall have delivered to the Administrative Agent all documentation and other information requested by the Administrative Agent with respect to such Successor Holdings (including any Beneficial Ownership Certification) required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and the Beneficial Ownership Regulation, no later than two Business Days prior to the date of such effectiveness (or such later date as may be agreed by the Administrative Agent), (x) such Successor Holdings is an entity organized or existing under the law of the U.S., any state thereof or the District of Columbia and (y) such Successor Holdings expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form agreement reasonably satisfactory to the Administrative Agent and (zB) the Borrower delivers a certificate no Change of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B)Control results therefrom; provided, further, it being understood and agreed that (1I) if the foregoing conditions set forth in the preceding proviso under clauses (A) and (B) are satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and the other Loan Documents and (2II) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as (v) written notice of such conversion must be provided to the Administrative Agent at least ten (10) Business Days prior to the effectiveness thereof, (w) the Borrower shall have delivered to the Administrative Agent all documentation and other information requested by the Administrative Agent with respect to such conversion (including any Beneficial Ownership Certification) required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and the Beneficial Ownership Regulation, no later than two Business Days prior to the date of such effectiveness (or such later date as may be agreed by the Administrative Agent) and (x) such conversion does not adversely affect the value of the Guarantees under materially impair the Loan Guaranty or the CollateralCollateral provided by Holdings.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money money, other than (i) the Credit Facilities, (ii) Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise permitted under Section 6.01, (iii) Indebtedness owed to the Borrower or not prohibited hereunderany Restricted Subsidiary to the extent permitted hereunder and (iv) Qualified Holdings Indebtedness; (b) create or suffer to exist any Lien on any asset now owned or hereafter acquired by it it, other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type expressly permitted to be incurred by Holdings under Section 6.02 (other than in respect of debt for borrowed money); (c) engage in any business activity, other than (i) holding the Capital Stock of the Borrower and, indirectly, any subsidiary of the Borrower (it being agreed that Holdings will not own Capital Stock (except on an interim basis in connection with any transaction otherwise permitted under this Section 6.13) of any Person other than the Borrower), (ii) the entry into, and the performance of its obligations under, the Loan Documents and the agreements or instruments evidencing or governing other Indebtedness and Guarantees permitted hereunder (including, subject to clause (b) above, the granting of Liens with respect thereto), (iii) the consummation of the Transactions, (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes), (v) preparing reports to Governmental Authorities and to its shareholders, (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its legal existence or to comply with applicable law, (vii) (A) issuing and selling its Capital Stock and making any dividend or other distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any of its Capital Stock and (B) performing activities in preparation for any issuance or sale of, its or any other Parent Company’s Capital Stock, including paying fees and expenses related thereto, (viii) holding Cash and Cash Equivalents on a temporary basis, maintaining deposit accounts and holding (on a temporary basis) other assets received from any Person holding any Capital Stock of Holdings (including as a result of issuance and sale of, or a capital contribution in respect of, any Capital Stock of Holdings) or, subject to clause (a) above, as proceeds of incurrence of any Indebtedness, or, in each case, the proceeds and products of any of the foregoing, (ix) (A) any transaction (including any Restricted Payment and Investment) between Holdings, on the one hand, and the Borrower or any of its Restricted Subsidiaries, on the other hand, in each case, expressly permitted under this Article 6 and (B) any other transaction or activity expressly contemplated under this Article 6 to be undertaken by Holdings or any other Parent Company and (C) any purchase of any Indebtedness of the Borrower or any of its subsidiaries, and, in each case under this clause (ix), holding any assets received as a result of such transaction, (x) the entry into, and performance of its obligations under, contracts and other arrangements with Employee Related Persons of Holdings, any other Parent Company, the Borrower or any of its subsidiaries, including the providing of indemnification to such Persons and the making of Investments of the type permitted under Section 6.05(h), (xi) participating in tax, accounting and other administrative matters, (xii) the obtainment of, and the payment of any fees, expenses and indemnities for, management, consulting, monitoring, investment banking, advisory and other services to the extent otherwise permitted by this Agreement, including any services or payments of the type permitted under Sections 6.08(f), 6.08(h) and 6.08(j), (xiii) the entry into, and performance of its obligations under, any document or agreement not prohibited under this Section 6.13(c) to be entered into or undertaken by Holdings, (xiv) complying with applicable law and (xv) activities reasonably incidental to any of the foregoing; or (cd) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided thatprovided, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and that (b), (Ai) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its subsidiaries), or (ii) convey, sell or otherwise transfer all or substantially all of its assets to any other Person (other than the Borrower and any of its subsidiaries), in each case, so long as (A) either (1) in the case of any transaction referred to in clause (i) above, Holdings is the continuing or surviving Person or (ii2) if the Person formed by continuing or surviving Person (if not Holdings) or the transferee Person (any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) (v) written notice of such merger, consolidation or amalgamation must be provided to the Administrative Agent at least ten (10) Business Days prior to the effectiveness thereof, (w) the Borrower shall have delivered to the Administrative Agent all documentation and other information requested by the Administrative Agent with respect to such Successor Holdings (including any Beneficial Ownership Certification) required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and the Beneficial Ownership Regulation, no later than two Business Days prior to the date of such effectiveness (or such later date as may be agreed by the Administrative Agent), (x) such Successor Holdings is an entity organized or existing under the law of the U.S., any state thereof or the District of Columbia and (y) such Successor Holdings expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form agreement reasonably satisfactory to the Administrative Agent and (zB) the Borrower delivers a certificate no Change of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B)Control results therefrom; provided, further, it being understood and agreed that (1I) if the foregoing conditions set forth in the preceding proviso under clauses (A) and (B) are satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and the other Loan Documents and (2II) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as (v) written notice of such conversion must be provided to the Administrative Agent at least ten (10) Business Days prior to the effectiveness thereof, (w) the Borrower shall have delivered to the Administrative Agent all documentation and other information requested by the Administrative Agent with respect to such conversion (including any Beneficial Ownership Certification) required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and the Beneficial Ownership Regulation, no later than two Business Days prior to the date of such effectiveness (or such later date as may be agreed by the Administrative Agent) and (x) such conversion does not adversely affect the value of the Guarantees under materially impair the Loan Guaranty or the CollateralCollateral provided by Holdings.

Permitted Activities of Holdings. Holdings shall not: not (a) incur incur, directly or indirectly, any third party Indebtedness for borrowed money or any other obligation or liability whatsoever other than Guarantees of the Indebtedness and the obligations with respect to (i) Guaranteed Leases and (ii) Non-Credit Party Lease Guaranties, as such Non-Credit Party Lease Guaranties exist on the Closing Date without amendment, expansion or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise permitted or not prohibited hereunder; extension; (b) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Capital Stock of Company; (ii) any other Lien created in connection performing its obligations and activities incidental thereto under the Credit Documents, and obligations with respect to (A) Guaranteed Leases and (B) Non-Credit Party Lease Guaranties, as such Non-Credit Party Lease Guaranties exist on the TransactionsClosing Date without amendment, expansion or extension; and (iii) Liens on making Restricted Junior Payments and Investments to the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees extent permitted under clause by this Agreement; (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (cd) consolidate or amalgamate with, with or merge with or into, or convey, sell transfer or otherwise transfer lease all or substantially all of its assets to, any Person; provided that(e) sell or otherwise dispose of any Capital Stock of any of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Company; (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons, so long as no Default (h) holding certain liquor licenses outstanding on the Closing Date for the benefit of the Credit Parties and performing its obligations thereunder, or Event of Default exists or would result therefrom and subject (i) other than with respect to Sections 6.11(a) and (b), (A) Holdings may consolidate Guaranteed Leases and (B) Non-Credit Party Lease Guaranties, as such Non-Credit Party Lease Guaranties exist on the Closing Date without amendment, expansion or amalgamate withextension, directly or indirectly, create, incur, assume or guaranty, or merge otherwise become or remain directly or indirectly liable with or into, respect to any other obligations of any Person (other than the Borrower Company and any of its subsidiaries) so long as (i) Holdings is Subsidiaries to the continuing or surviving Person or (ii) if the Person formed extent otherwise permitted by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Credit Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateral.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) the Indebtedness permitted to be incurred by Holdings under the Loan Documents and any Second Lien Facility or otherwise in connection with the Transactions, (ii) Guarantees of Indebtedness or other obligations of the Parent Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise permitted hereunder, (iii) Indebtedness owed to the Parent Borrower or not prohibited hereunderany Restricted Subsidiary otherwise permitted hereunder and (iv) any Indebtedness or other obligations arising in respect of its Guarantee of the iStarCarlyle Sale/Leaseback, iStarCarlyle Sale/Leaseback 2014, and any Excluded Property Transaction and any iStar Exchange; (b) create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term LoansFacility, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(iia))(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt Indebtedness for borrowed moneymoney not referred to in clause (a))(i) of this Section 6.136.14); or (c) engage in any material business activity or own any material assets other than (i) holding the Capital Stock of the Parent Borrower and, indirectly, any other subsidiary of the Parent Borrower (and/or any Joint Venture of any thereof); (ii) performing its obligations under the Loan Documents and any Second Lien Facility and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock permitted hereunder); (iv) filing Tax reports and paying Taxes, including Tax distributions made pursuant to Section 6.04(a)(xv) and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting any initial public offering of its Capital Stock; (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Capital Stock of, Holdings pending the application thereof and (B) the proceeds of Indebtedness permitted by Section 6.01; (ix) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (x) participating in tax, accounting and other administrative matters; (xi) making payments of the type permitted under Section 6.095.19(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions, the Amendment No. 1 Transactions, the Amendment No. 2 Transactions, the Amendment No. 8 Transactions or otherwise not prohibited under this Agreement; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); (xiii) [reserved]financing activities, including the issuance of Securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Parent Borrower and its other Subsidiaries to the extent permitted hereunder; (xiv) repurchases of Indebtedness through open market purchases and/or Dutch Auctions permitted hereunder; (xv) activities incidental to Permitted Acquisitions or similar Investments consummated by the Parent Borrower and/or any Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments; (xvi) consummating the Holdings Reorganization Transaction, or any Permitted Reorganization or any IPO Reorganization Transaction; (xvii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes related to such maintenance), (xviii) activities incidental or reasonably related to any of the foregoing and (xvii) any transaction expressly permitted pursuant to clauses (a), (b) and/or (d) of this Section 6.14; or (d) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Parent Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings Holdings, (wx) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, Agent and (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Parent Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(iiA))(ii) and (B) Holdings may (1) consummate the Holdings Reorganization Transaction and/or (2) otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Parent Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Parent Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yx) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor the successor to Holdings will succeed to, and be substituted for, Holdings under this Agreement and Agreement, (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under Collateral pledged by Holdings, taken as a whole and (3) notwithstanding anything to the Loan Guaranty contrary in this Section 6.14, nothing herein shall preclude Holdings from consummating any Permitted Reorganization or the CollateralIPO Reorganization Transaction.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise permitted or not prohibited hereunder; (b) create or suffer to exist any Lien on any asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions[reserved], (iii) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees permitted under clause (a)(iia) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (c) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b), (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateral.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than the Secured Obligations and other Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations Subsidiary that are otherwise permitted or not prohibited hereunder; (b) create or suffer to exist any Lien on any asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date an Acceptable Intercreditor Agreement, the collateral documents relating related to any Second Lien Term Loans, in each caseABL Facility, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(iia) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or; (c) engage in any business activity or own any material assets other than (i) holding the Capital Stock of any of its direct or indirect subsidiaries; (ii) performing its obligations under the Loan Documents, any ABL Facility, other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder; (iii) any grants, issuances, repurchases or withholdings by Holdings of its own Capital Stock (including, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock), stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and performance awards pursuant to any equity incentive plans of Holdings; (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting any public offering of its Capital Stock and/or any transaction in connection therewith; (viii) holding Cash, Cash Equivalents and other assets received in connection with Restricted Payments received from, or Investments made by, the Borrower and/or any Restricted Subsidiary or any of their direct or indirect subsidiaries or contributions to the capital of, or proceeds from the issuance of, Capital Stock of Holdings, in each case, pending the application thereof; (ix) providing indemnification for its officers, directors, members of management, managers, employees and advisors or consultants; (x) participating in tax, accounting and other administrative matters; (xi) making payments of the type permitted under Section 6.08(f) and the performance of its obligations under the Acquisition Agreement and any other document, agreement and/or Investment contemplated by the Transactions and other transactions expressly contemplated under this Agreement; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); and (xiii) activities incidental to any of the foregoing or effecting any transaction permitted under this Agreement, including, without limitation, the Transactions; and (d) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and or any of its subsidiariesRestricted Subsidiaries.) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings Holdings, (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall provide the documentation and other information reasonably requested in writing by the Lenders that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least three Business Days prior to the effectiveness of such merger, consolidation or amalgamation (or such shorter period as the Administrative Agent shall otherwise agree), (x) Successor Holdings shall be an entity organized or existing under the laws of the USU.S., any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(iiA) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yx) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateral.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) Indebtedness under the Loan Documents, or otherwise in connection with the Transactions, (ii) Indebtedness of the type permitted under Section 6.01(o) and (iii) Guarantees of Indebtedness or other obligations of the Borrower Borrowers and/or any Restricted Subsidiary, which Indebtedness or other obligations Subsidiary that are otherwise permitted or not prohibited hereunder; (b) create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it other than (i) the Liens created or permitted under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term LoansDocuments, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); (c) engage in any business activity or own any material assets other than (i) holding the Capital Stock of the Lead Borrower, and, indirectly, any other subsidiary of the Lead Borrower, (ii) performing its obligations under the Loan Documents and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; ; (vii) [reserved]); (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Capital Stock of, Holdings pending the application thereof or payment of dividends and (B) the proceeds of Indebtedness permitted by Section 6.01; (x) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (xi) participating in tax, accounting and other administrative matters as a member of a consolidated group in which both Holdings and the Lead Borrower are members, including compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees; (xii) making payments of the type permitted under Section 6.09(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions, the transactions contemplated by this Agreement, or otherwise not prohibited under this Agreement; (xiii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); (xiv) making and holding intercompany loans to the Borrowers and/or the Restricted Subsidiaries of the Borrowers, as applicable; (xv) making and holding Investments of the type permitted under Section 6.06(h); and (xvi) activities incidental to any of the foregoing; or (cd) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower Borrowers and any of its their subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings Holdings, (wx) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, Agent and (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Lead Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(iiA) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower Borrowers and any of its their subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Lead Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yx) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor the successor to Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the CollateralAgreement.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) the Indebtedness permitted to be incurred by Holdings under the Loan Documents and (ii) Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations Subsidiary that are otherwise permitted or not prohibited hereunder; (b) create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a partyDocuments, (ii) any other Lien created in connection with the Transactions, [reserved] and (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 6.02; (c) engage in any business activity or own any material assets other than (i) holding the Capital Stock of the Borrower and, indirectly, any other subsidiary of the Borrower (and/or any Joint Venture of any thereof); (ii) performing its obligations under the Loan Documents and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) Liens filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting any initial public offering of its Capital Stock; (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Capital Stock of, Holdings pending the application thereof and (B) the proceeds of Indebtedness permitted by Section 6.01; (x) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (xi) participating in tax, accounting and other administrative matters; (xii) making payments of the type permitted under Section 6.02 6.09(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions or otherwise not prohibited under this Agreement; (other than in xiii) complying with applicable Requirements of Law (including with respect to the maintenance of debt for borrowed moneyits existence); and (xiv) activities incidental to any of the foregoing; or (cd) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its subsidiaries) organized or existing under the law of the U.S., any state thereof or the District of Columbia so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (wx) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, Agent and (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(iiA) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yx) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor the successor to Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the CollateralAgreement.

Permitted Activities of Holdings. Holdings shall not: not (a) incur incur, directly or indirectly, any third party Indebtedness for borrowed money or any other obligation or liability whatsoever other than Guarantees of the Indebtedness and obligations under the Related Agreements and the Credit Documents and obligations and liabilities incidental to its activities; (b) issue any preferred Capital Stock other than preferred Capital Stock that (i) does not provide for any cash dividend payments or other obligations cash distributions in respect thereof on or prior to the maturity of the Borrower and/or Senior Subordinated Notes and (ii) by its terms or upon the happening of any Restricted Subsidiaryevent, which Indebtedness does not (A) mature or other obligations are become redeemable (whether mandatory or optional) pursuant to a sinking fund or otherwise permitted prior to the maturity of the Senior Subordinated Notes or (B) become convertible or exchangeable at the option of the holder thereof for Indebtedness, or preferred Capital Stock that is not prohibited hereunder; substantially similar to the preferred Capital Stock being issued; (bc) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party; (d) engage in any business or activity or own any assets other than (i) holding 100% of the Capital Stock of Company, (ii) any other Lien created in connection with performing its obligations and activities incidental thereto under the TransactionsCredit Documents, and to the extent not inconsistent therewith, the Related Agreements and (iii) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees permitted under clause making Restricted Junior Payments and Investments in Company; (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (ce) consolidate or amalgamate with, with or merge with or into, or convey, sell transfer or otherwise transfer lease all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a(f) and (b), (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all dispose of any Capital Stock of Company (including the Permitted Option); (g) create or substantially all of its assets to acquire any other Subsidiary or make or own any Investment in any Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiariesCompany; or (h) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents fail to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory hold itself out to the Administrative Agent public as a legal entity separate and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateraldistinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise permitted hereunder and (ii) Indebtedness owed to the Borrower or not prohibited any Restricted Subsidiary otherwise permitted hereunder; (b) create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date any Customary Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each caseas applicable, to which it is a party, (ii) any other Lien created in connection with the Transactions[reserved], or (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(iiclause(a)(i) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 7.01 and (iv) Liens of the type permitted under Section 6.02 7.01 (other than in respect of debt Indebtedness for borrowed moneymoney not referred to in clause (a)(i) of this Section 7.10); or (c) engage in any material business activity or own any material assets other than (i) holding the Capital Stock of the Borrower, and, indirectly, any other subsidiary of the Borrower (and/or any joint venture of any thereof); (ii) performing its obligations under the Loan Documents and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock permitted hereunder); (iv) filing tax reports and paying Taxes, including tax distributions made pursuant to Section 7.06(ix) and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Laws; (vii) effecting any initial public offering of its Capital Stock; (viii) holding (A) cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or Permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Capital Stock of, Holdings pending the application thereof, or otherwise received and held so long as such other assets are not “operated” and (B) the proceeds of Indebtedness permitted by Section 7.03; (ix) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (x) participating in tax, accounting and other administrative matters; (xi) making payments of the type permitted under Section 7.07(b)(xi) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions or otherwise not prohibited under this Agreement; (xii) complying with applicable Laws (including with respect to the maintenance of its existence); (xiii) financing activities, including the receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and the Borrower’s other Subsidiaries to the extent permitted hereunder; (xiv) repurchases of Indebtedness through open market purchases and/or “Dutch Auctions” permitted hereunder; (xv) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and/or any Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments; (xvi) consummating any Permitted IPO Reorganization or any Permitted Tax Restructuring; (xvii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes related to such maintenance); (xviii) any transaction expressly permitted pursuant to clauses (a), (b) and/or (d) of this Section 7.10 and (xix) activities incidental or reasonably related to any of the foregoing; or (d) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its subsidiariesSubsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings Holdings, (wx) (i) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, Agent and (xii) Successor Holdings shall the successor Person will be an entity a Person organized or existing under the laws of the USjurisdiction of the Borrower or the United States of America, any state thereof State of the United States or the District of ColumbiaColumbia or any territory thereo, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(ii) and (B) Holdings may otherwise convey), sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the satisfaction of USA PATRIOT Act reasonably requested by the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the CollateralLenders.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) the Indebtedness permitted to be incurred by Holdings under the Loan Documents, (ii) the Indebtedness set forth on Schedule 6.14 and (iii) Guarantees of Indebtedness or other obligations of the Borrower Representative and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise permitted or not prohibited hereunder; (b) create or suffer to exist any Lien on any asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor AgreementAgreements, the collateral documents relating to any Second Lien the Term LoansLoan Facility, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on (x) the ABL Priority Collateral that are secured on a pari passu or junior basis with the Secured Obligations and/or (y) the Term Loan Priority Collateral that are secured on a senior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (c) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided provided, that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower Representative and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (wx) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, Agent and (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower Representative delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(iiA) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower Representative and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower Representative delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yx) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateral.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money money, other than (i) the Indebtedness permitted to be incurred by Holdings under the Loan Documents or otherwise in connection with the Transactions, (ii) Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise permitted hereunder, (iii) Indebtedness owed to the Borrower or not prohibited hereunderany Restricted Subsidiary and (iv) Qualified Holdings Indebtedness; (b) create or suffer to exist any Lien on any asset now owned or hereafter acquired by it it, other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted to be incurred by Holdings under Section 6.02 (other than in respect of debt for borrowed money); (c) engage in any business activity, other than (i) holding the Capital Stock of the Borrower and, indirectly, any subsidiary of the Borrower (it being agreed that Holdings will not own Capital Stock (except on an interim basis in connection with any transaction otherwise permitted under this Section 6.13) of any Person other than the Borrower), (ii) the entry into, and the performance of its obligations under, the Loan Documents and the agreements or instruments evidencing or governing other Indebtedness and Guarantees permitted hereunder (including, subject to clause (b) above, the granting of Liens with respect thereto), (iii) the consummation of the Transactions, (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes), (v) preparing reports to Governmental Authorities and to its shareholders, (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its legal existence or to comply with applicable law, (vii) (A) issuing and selling its Capital Stock and making any dividend or other distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any of its Capital Stock and (B) performing activities in preparation for and consummating the Acquisition or any public offering of, or any other issuance or sale of, its or any other Parent Company’s Capital Stock, including paying fees and expenses related thereto, (viii) holding Cash and Cash Equivalents, maintaining deposit accounts and holding other assets received from any Person holding any Capital Stock of Holdings (including as a result of issuance and sale of, or a capital contribution in respect of, any Capital Stock of Holdings) or, subject to clause (a) above, as proceeds of incurrence of any Indebtedness, or, in each case, the proceeds and products of any of the foregoing, (ix) (A) any transaction (including any Restricted Payment and Investment) between Holdings, on the one hand, and the Borrower or any of its Restricted Subsidiaries, on the other hand, in each case, expressly permitted under this Article 6 or between Holdings, on the one hand, and any Unrestricted Subsidiary, on the other hand, in each case, not expressly prohibited under this Article 6, (B) any other transaction or activity expressly contemplated under this Article 6 to be undertaken by Holdings or any other Parent Company and (C) any purchase of any Indebtedness of the Borrower or any of its subsidiaries, and, in each case under this clause (ix), holding any assets received as a result of such transaction, (x) the entry into, and performance of its obligations under, contracts and other arrangements with Employee Related Persons of Holdings, any other Parent Company, the Borrower or any of its subsidiaries, including the providing of indemnification to such Persons and the making of Investments of the type permitted under Section 6.05(h), (xi) participating in tax, accounting and other administrative matters, (xii) the obtainment of, and the payment of any fees, expenses and indemnities for, management, consulting, monitoring, investment banking, advisory and other services to the extent otherwise permitted by this Agreement, including any services or payments of the type permitted under Sections 6.08(f), 6.08(h) and 6.08(j), (xiii) the entry into, and performance of its obligations under, any document or agreement not prohibited under this Section 6.13(c) to be entered into or undertaken by Holdings, (xiv) complying with applicable law and (xv) activities incidental to any of the foregoing; or (cd) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided thatprovided, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and that (b), (Ai) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its subsidiaries), or (ii) convey, sell or otherwise transfer all or substantially all of its assets to any other Person (other than the Borrower and any of its subsidiaries), in each case, so long as (A) either (1) in the case of any transaction referred to in clause (i) above, Holdings is the continuing or surviving Person or (ii2) if the Person formed by continuing or surviving Person (if not Holdings) or the transferee Person (any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) (v) written notice of such merger, consolidation or amalgamation must be provided to the Administrative Agent at least ten (10) Business Days prior to the effectiveness thereof, (w) the Borrower shall have delivered to the Administrative Agent all documentation and other information requested by the Administrative Agent with respect to such Successor Holdings (including any Beneficial Ownership Certification) required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and the Beneficial Ownership Regulation, no later than two Business Days prior to the date of such effectiveness (or such later date as may be agreed by the Administrative Agent), (x) such Successor Holdings is an entity organized or existing under the law of the U.S., any state thereof or the District of Columbia and (y) such Successor Holdings expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form agreement reasonably satisfactory to the Administrative Agent and (zB) the Borrower delivers a certificate no Change of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B)Control results therefrom; provided, further, it being understood and agreed that (1I) if the foregoing conditions set forth in the preceding proviso under clauses (A) and (B) are satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and the other Loan Documents and (2II) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as (v) written notice of such conversion must be provided to the Administrative Agent at least ten (10) Business Days prior to the effectiveness thereof, (w) the Borrower shall have delivered to the Administrative Agent all documentation and other information requested by the Administrative Agent with respect to such conversion (including any Beneficial Ownership Certification) required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and the Beneficial Ownership Regulation, no later than two Business Days prior to the date of such effectiveness (or such later date as may be agreed by the Administrative Agent) and (x) such conversion does not adversely affect the value of the Guarantees under materially impair the Loan Guaranty or the CollateralCollateral provided by Holdings.

Permitted Activities of Holdings. Notwithstanding anything to the contrary contained herein, Holdings shall not: not (a) incur incur, directly or indirectly, any third party Indebtedness for borrowed money or any other obligation or liability whatsoever other than Guarantees of the Indebtedness or other and obligations permitted to be incurred by Holdings under Section 6.1 (including, without limitation, Indebtedness and obligations owing to Company, Indebtedness and obligations under the Related Agreements, Permitted Seller Notes and Earn-Out Obligations and Indebtedness and obligations set forth on Schedule 6.1 for which Holdings is obligor as of the Borrower and/or Closing Date), obligations to pay Transaction Costs, obligations for Taxes and administrative costs and expenses as contemplated on Sections 6.5(l) and 6.5(m) and any Restricted Subsidiary, pre-Merger liabilities of Holdings which Indebtedness or other obligations are otherwise permitted or not prohibited hereunder; remain liabilities of Holdings after the Closing Date as a matter of law; (b) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a partyparty or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Capital Stock of Company, (ii) any other Lien created in connection with performing its obligations and activities incidental thereto under the TransactionsCredit Documents, and to the extent not inconsistent therewith, the Related Agreements (iii) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long performing its obligations under Permitted Seller Notes and Earn-Out Obligations and for Taxes and administrative costs and expenses as such Liens secure Guarantees permitted under clause (a)(iicontemplated by Sections 6.5(l) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 6.5(m); and (iv) Liens of making Restricted Junior Payments and Investments to the type extent permitted under Section 6.02 by this Agreement; (other than in respect of debt for borrowed money); or (cd) consolidate or amalgamate with, with or merge with or into, or convey, sell transfer or otherwise transfer lease all or substantially all of its assets to, any Person; provided that, so long as no Default (e) sell or Event otherwise dispose of Default exists or would result therefrom and subject to Sections 6.11(a) and (b), (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and Capital Stock of any of its subsidiariesSubsidiaries except to the extent permitted by Section 6.9; (f) so long create or acquire any Subsidiary or make or own any Investment in any Person other than Company and other than as (i) Holdings is the continuing or surviving Person permitted under Section 6.7(g); or (iig) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents fail to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory hold itself out to the Administrative Agent, (x) Successor Holdings shall be an public as a legal entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation separate and distinct from all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the CollateralPersons.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) the Indebtedness permitted to be incurred by Holdings under the Loan Documents, under the Second Lien Facility or otherwise in connection with the Transactions and (ii) Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations Subsidiary that are otherwise permitted or not prohibited hereunder; (b) create or suffer to exist any Lien on any asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Initial Intercreditor Agreement, the collateral documents relating to any Second Lien Term LoansFacility, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (c) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and or any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateral.

Permitted Activities of Holdings. Holdings shall not: not (a) create, incur or assume, or otherwise become liable with respect to, any third party Indebtedness for borrowed money other than Guarantees (i) the Indebtedness under the Loan Documents, any Revolving Credit Facility or other Indebtedness permitted under Section 5.09 and (ii) guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise and its Subsidiaries permitted or not prohibited hereunder; ; (b) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a partyLoan Documents, (ii) any other Lien created in connection Liens securing the Revolving Credit Facility; provided that the holder of such Indebtedness (or its agent) has entered into an intercreditor agreement with the Transactions, Lender reasonably acceptable to the Lender and (iii) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money)5.10; or or (c) consolidate engage in any business activity or amalgamate withown any material assets other than (i) holding the Capital Stock of the Borrower and, indirectly, any Subsidiary; (ii) performing its obligations under the Loan Documents, any Revolving Credit Facility and other Indebtedness, Liens (including the granting of Liens) and Guaranty permitted hereunder; (iii) issuing its own Capital Stock and the making of any Restricted Payment in respect thereof; (iv) filing Tax reports and paying Taxes and other customary obligations related thereto in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders or members, as applicable; (vi) holding director manager, member and/or shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Laws; (vii) holding cash, Cash Equivalents and other assets received in connection with Restricted Payments received from, or merge with or intoInvestments made by, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b), (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and or any of its subsidiariesSubsidiaries or contributions to the capital of, or proceeds from the issuance of, Capital Stock of any Parent Company, in each case, pending the application thereof and to the extent permitted hereunder; (viii) so long as providing indemnification for its current or former officers, directors, members of management, managers, members, employees and advisors or consultants; (iix) Holdings is participating in tax, accounting and other administrative matters; (x) performing its obligations under the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Acquisition Agreement and the other Loan Documents Acquisition Documents, the PropCo Lease and the other documents and agreements, transactions with respect to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, that are otherwise specifically permitted or expressly contemplated by this Article V; (xxi) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, complying with applicable Laws (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer including with respect to the satisfaction maintenance of its existence); (xii) obtaining, holding and maintaining any Gaming License; and (xiii) performing activities incidental to any of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateralforegoing.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than Guarantees of (i) Indebtedness or other obligations in connection with the Transactions, (ii) Indebtedness of the type permitted under Sections 6.01(a), (o) and (z) and any Refinancing Indebtedness in respect thereof (including any Guarantees thereof) and (iii) Indebtedness that is not guaranteed by the Lead Borrower and/or or any Restricted Subsidiary, which Indebtedness or other obligations Subsidiary that are otherwise permitted or not prohibited hereunder; (b) create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it other than the Liens securing Indebtedness of the type permitted under Sections 6.01(a), (o), (y) and (z) and any Refinancing Indebtedness in respect thereof (including any Guarantees thereof), subject, if applicable, to an ABL Intercreditor Agreement; (c) engage in any business activity or own any material assets other than (i) directly or indirectly holding the Liens created under Capital Stock of the Collateral Documents and, subject to Lead Borrower and any subsidiary of the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a partyLead Borrower, (ii) performing its obligations under the Loan Documents, any First Lien Facility and other Lien created Indebtedness, Liens (including the granting of Liens) and Guarantees permitted to be incurred, granted or made, as applicable, by it hereunder; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting the Transactions; (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the Transactionscapital of, or proceeds from the issuance of Capital Stock or debt securities of, Holdings or any Parent Company pending the application thereof and (iiiB) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees permitted under clause (a)(ii) above and the underlying proceeds of Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 incurred by it hereunder; (ix) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (ivx) Liens participating in tax, accounting and other administrative matters; (xi) making payments of the type permitted under Section 6.02 6.09(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions or otherwise not prohibited under this Agreement; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); (xiii) making and holding intercompany loans to Holdings, any Borrower and/or the Restricted Subsidiaries of the Lead Borrower, as applicable; (xiv) making and holding Investments of the type permitted under Section 6.06(h); (xv) making Investments directly or indirectly in the Lead Borrower (and other than in respect #94513555v35 Investment contemplated by Section 6.04(a) and making any Restricted Payment (assuming for such purpose that the definition thereof applies to the Capital Stock of debt for borrowed moneyHoldings)), and (xvi) activities incidental to any of the foregoing; or (cd) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Lead Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings Holdings, (wx) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, Agent and (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Lead Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(iiA) and (z) upon its reasonable request, the Administrative Agent shall have received a customary legal opinion, (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets (including the Capital Stock of the Lead Borrower) to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (xw) no Change of Control results therefrom, (yx) (1) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z2) concurrently with the consummation of such transfer, causes 100% of the Capital Stock of the Lead Borrower to be pledged to the Administrative Agent for the benefit of the Secured Parties and (y) the Lead Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yw) set forth in this clause (B)) and (z) upon its reasonable request, the Administrative Agent shall have received a customary legal opinion; provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor the successor to Holdings will succeed to, and be substituted for, Holdings under this Agreement and Holdings shall be released from all obligations under the Loan Documents, and (2C) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateralpledge of the Capital Stock in the Lead Borrower.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) the Indebtedness permitted to be incurred by Holdings under the Loan Documents and any Second Lien Facility or otherwise in connection with the Transactions and (ii) Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations Subsidiary that are otherwise permitted or not prohibited hereunder; (b) create or suffer to exist any Lien on any asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term LoansFacility, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (c) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its subsidiariesSubsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (wx) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, Agent and (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(iiA) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiariesSubsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yx) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateral. If Holdings becomes a limited liability company in compliance with this Agreement, Holdings may not effect a division or adopt a plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws).

Permitted Activities of Holdings. Holdings shall not: (a) : 213. incur any third party Indebtedness for borrowed money other than Guarantees of (i) Indebtedness or other obligations in connection with the Transactions, (ii) Indebtedness of the type permitted under Sections 6.01(a), (o) and (z) and any Refinancing Indebtedness in respect thereof (including any Guarantees thereof) and (iii) Indebtedness that is not guaranteed by the Lead Borrower and/or or any Restricted Subsidiary, which Indebtedness or other obligations Subsidiary that are otherwise permitted or not prohibited hereunder; (b) ; 214. create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it other than the Liens securing Indebtedness of the type permitted under Sections 6.01(a), (o), (y) and (z) and any Refinancing Indebtedness in respect thereof (including any Guarantees thereof), subject, if applicable, to an ABL Intercreditor Agreement; 215. engage in any business activity or own any material assets other than (i) directly or indirectly holding the Liens created under Capital Stock of the Collateral Documents and, subject to Lead Borrower and any subsidiary of the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a partyLead Borrower, (ii) performing its obligations under the Loan Documents, any First Lien Facility and other Lien created Indebtedness, Liens (including the granting of Liens) and Guarantees permitted to be incurred, granted or made, as applicable, by it hereunder; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting the Transactions; (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the Transactionscapital of, or proceeds from the issuance of Capital Stock or debt securities of, Holdings or any Parent Company pending the application thereof and (iiiB) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees permitted under clause (a)(ii) above and the underlying proceeds of Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 incurred by it hereunder; (ix) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (ivx) Liens participating in tax, accounting and other administrative matters; (xi) making payments of the type permitted under Section 6.02 6.09(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions or otherwise not prohibited under this Agreement; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); (xiii) making and holding intercompany loans to Holdings, any Borrower and/or the Restricted Subsidiaries of the Lead Borrower, as applicable; (xiv) making and holding Investments of the type permitted under Section 6.06(h); (xv) making Investments directly or indirectly in the Lead Borrower (and other than in respect Investment contemplated by Section 6.04(a) and making any Restricted Payment (assuming for such -197- #94513555v35 purpose that the definition thereof applies to the Capital Stock of debt for borrowed moneyHoldings)), and (xvi) activities incidental to any of the foregoing; or (c) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b), (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y1) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z2) concurrently with the consummation of such transfer, causes 100% of the Capital Stock of the Lead Borrower to be pledged to the Administrative Agent for the benefit of the Secured Parties and (y) the Lead Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yw) set forth in this clause (B)) and (z) upon its reasonable request, the Administrative Agent shall have received a customary legal opinion; provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor the successor to Holdings will succeed to, and be substituted for, Holdings under this Agreement and Holdings shall be released from all obligations under the Loan Documents, and (2C) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateralpledge of the Capital Stock in the Lead Borrower.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) Indebtedness under the Loan Documents, any ABL Facility or otherwise in connection with the Transactions, (ii) Indebtedness of the type permitted under Sections 6.01(a), (o) and (z) and any Refinancing Indebtedness in respect thereof (including any Guarantees thereof) and (iii) Guarantees of (x) Indebtedness or other obligations of the Parent Borrower and/or any Restricted Subsidiary, which Subsidiary that are otherwise permitted hereunder and (y) Indebtedness or other obligations are otherwise permitted or not prohibited hereunderunder any ABL Facility; (b) create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it other than (i) the Liens created securing Indebtedness of the type permitted under the Collateral Documents andSections 6.01(a), subject (o), (x) and (z) and any Refinancing Indebtedness in respect thereof (including any Guarantees thereof), subject, if applicable, to the Closing Date Intercreditor Agreements (and any other Acceptable Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party), (ii) any other Lien created in connection with the Existing Credit Agreement Transactions or the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(iia)(iii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); (c) engage in any business activity or own any material assets other than (i) directly or indirectly holding the Capital Stock of the Parent Borrower and any subsidiary of the Parent Borrower, (ii) performing its obligations under the Loan Documents, any ABL Facility and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted to be incurred, granted or made, as applicable, by it hereunder and any permitted refinancing thereof; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting the Transactions; (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Capital Stock or debt securities of, Holdings or any Parent Company pending the application thereof and (B) the proceeds of Indebtedness permitted to be incurred by it hereunder; (ix) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (x) participating in tax, accounting and other administrative matters; (xi) making payments of the type permitted under Section 6.09(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Existing Credit Agreement Transactions or the Transactions or otherwise not prohibited under this Agreement; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); (xiii) making and holding intercompany loans to Holdings, the Parent Borrower and/or the Restricted Subsidiaries of the Parent Borrower, as applicable; (xiv) making and holding Investments of the type permitted under Section 6.06(h); (xv) making Investments directly or indirectly in the Parent Borrower (and other Investment contemplated by Section 6.04(a) and making any Restricted Payment (assuming for such purpose that the definition thereof applies to the Capital Stock of Holdings)), and (xvi) activities incidental to any of the foregoing; or (cd) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Parent Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings Holdings, (wx) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, Agent and (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Parent Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(ii) and A), (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets (including the Capital Stock of the Parent Borrower) to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (xw) no Change of Control results therefrom, (yx) (1) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z2) concurrently with the consummation of such transfer, causes 100% of the Capital Stock of the Parent Borrower to be pledged to the Administrative Agent for the benefit of the Secured Parties and (y) the Parent Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yw) set forth in this clause (B)) and (z) upon its reasonable request, the Administrative Agent shall have received a customary legal opinion; provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor the successor to Holdings will succeed to, and be substituted for, Holdings under this Agreement and Holdings shall be released from all obligations under the Loan Documents, and (2C) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateral.pledge of the Capital Stock in the Parent Borrower;. provided, that notwithstanding the foregoing provisions of this Section 6.14, Holdings may incur any Indebtedness, own material assets, and consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer assets to any Person, in each case, in connection with the Permitted Restructuring

Permitted Activities of Holdings. Holdings shall not: not (a) incur incur, directly or indirectly, any third party Indebtedness for borrowed money or any other obligation or liability whatsoever other than Guarantees the Indebtedness and obligations under this Agreement, the other Credit Documents or Indebtedness permitted under Section 6.1(o) and, in each case, the credit documents related thereto (other than nonconsensual obligations imposed by operation of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise permitted or not prohibited hereunder; law); (b) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired acquired, leased or licensed by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a partyparty or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests of Borrower, (ii) any other Lien created in connection with performing its obligations and activities incidental thereto under the TransactionsCredit Documents, and to the extent not inconsistent therewith, prior to the Funding Date, the Existing Term Loan Agreement and the Existing Revolving Credit Agreement and, on and after the Funding Date, this Agreement, the Credit Documents, the Replacement Revolving Credit Facility and the credit documents related thereto; (iii) Liens on performing its obligations and activities incidental to the Collateral that are secured on a pari passu or junior basis with consummation of the Secured Obligationstransactions contemplated by the applicable Restructuring Documentation, so long as such Liens secure Guarantees (iv) making Restricted Junior Payments and Investments to the extent permitted under clause by this Agreement, (a)(iiv) above incurring and the underlying holding any Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 6.1(c), (h), (l), (o) or (q), (vi) participating in tax, accounting and administrative activities as part of the consolidated group of Borrower, (vii) issuing and selling Equity Interests, and repurchasing such interests, to the extent neither the issuance thereof nor the investment therein is otherwise prohibited by the terms of this Agreement, and receiving equity contributions in respect thereof (and subsequently contributing such equity contributions to Borrower), and (ivviii) Liens of engaging in the type permitted under Section 6.02 Parent Holding Company Formation Transaction, if it elects to do so, and the Holdings Merger; (other than in respect of debt for borrowed money); or (cd) consolidate or amalgamate with, with or merge with or into, or convey, sell transfer, lease or otherwise transfer license all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b), (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than pursuant to the Borrower Parent Holding Company Formation Transaction and the Holdings Merger; (e) sell or otherwise dispose of any Equity Interests of any of its subsidiaries) so long as Subsidiaries (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving except for any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations sale of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws Equity Interests of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiariesSubsidiaries in compliance with the provisions of Section 6.8); (f) so long as create or acquire any direct Subsidiary or make or own any Investment in any Person other than Borrower; or (xg) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents fail to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory hold itself out to the Administrative Agent public as a legal entity separate and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateraldistinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not: not (a) incur any third party Indebtedness for borrowed money other than (i) the Guarantees of Indebtedness under the Loan Documents or other obligations any Second Lien Facility and (ii) Guarantees of Indebtedness of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise Borrowers and their respective Subsidiaries permitted or not prohibited hereunder; ; (b) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, Facility to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis (it being understood that any Permitted Liens secured on a junior basis shall be pari passu with the Second Lien Facility (to the extent any such Second Lien Facility is subordinated in right of security on the same basis as the Second Lien Facility in effect on the Closing Date) or junior thereto) with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iviii) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (c) engage in any business activity or own any material assets other than (i) holding the Capital Stock of the Borrowers and, indirectly, any other subsidiary of the Borrowers; (ii) performing its obligations under the Loan Documents, any Second Lien Facility and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations related thereto in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting an IPO and/or any transaction in connection therewith; (viii) holding Cash, Cash Equivalents and other assets received in connection with Restricted Payments received from, or Investments made by the Borrowers and their respective Subsidiaries or contributions to the capital of, or proceeds from the issuance of, Capital Stock of Holdings, in each case, to the extent expressly permitted hereunder and only to the extent pending the application thereof; (ix) providing indemnification for its current or former officers, directors, members of management, managers, employees and advisors or consultants; (x) participating in tax, accounting and other administrative matters; (xi) performing its obligations under the Sponsor Management Agreement, the Acquisition Agreement and the other documents and agreements, Investments contemplated by the Transactions and transactions with respect to Holdings that are otherwise specifically permitted or expressly contemplated by Article 6; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); and (xiii) performing activities incidental to any of the foregoing; or (d) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may merge or consolidate or amalgamate with, or merge with or into, into any other Person (other than the Borrower Borrowers and any of its subsidiariestheir respective Subsidiaries except as provided below) so long as (i) Holdings is shall be the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateral.

Permitted Activities of Holdings. Holdings shall not: : (a) incur any third party Indebtedness for borrowed money other than (i) Indebtedness under the Loan Documents, or otherwise in connection with the Transactions, (ii) Indebtedness of the type -196- #96942867v160458181 #96942867v1 permitted under Section 6.01(o) and (iii) Guarantees of Indebtedness or other obligations of the Borrower Borrowers and/or any Restricted Subsidiary, which Indebtedness or other obligations Subsidiary that are otherwise permitted or not prohibited hereunder; ; (b) create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it other than (i) the Liens created or permitted under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term LoansDocuments, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (c) engage in any business activity or own any material assets other than (i) holding the Capital Stock of the Lead Borrower, and, indirectly, any other subsidiary of the Lead Borrower, (ii) performing its obligations under the Loan Documents and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) [reserved]); (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Capital Stock of, Holdings pending the application thereof or payment of dividends and (B) the proceeds of Indebtedness permitted by Section 6.01; (x) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (xi) participating in tax, accounting and other administrative matters as a member of a consolidated group in which both Holdings and the Lead Borrower are members, including compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees; (xii) making payments of the type permitted under Section 6.09(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions, the transactions contemplated by this Agreement, or otherwise not prohibited under this Agreement; (xiii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); (xiv) making and holding intercompany loans to the Borrowers and/or the Restricted Subsidiaries of the Borrowers, as applicable; (xv) making and holding Investments of the type permitted under Section 6.06(h); and (xvi) activities incidental to any of the foregoing; or (d) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower Borrowers and any of its their subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings Holdings, (wx) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, Agent and (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Lead Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(iiA) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateral.-197- #96942867v160458181 #96942867v1

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) Indebtedness under the Loan Documents, any ABL Facility, the Existing Credit Agreement and the 2025 Senior Unsecured Notes or otherwise in connection with the Existing Credit Agreement Transactions and the Transactions, (ii) Indebtedness of the type permitted under Section 6.01(o) and (iii) Guarantees of (x) Indebtedness or other obligations of the Parent Borrower and/or any Restricted Subsidiary, which Subsidiary that are otherwise permitted hereunder and (y) Indebtedness or other obligations are otherwise permitted or not prohibited hereunderunder any ABL Facility and the 2025 Senior Unsecured Notes; (b) create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, (ii) any other Lien created in connection with the Existing Credit Agreement Transactions or the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(iia)(iii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); (c) engage in any business activity or own any material assets other than (i) holding the Capital Stock of the Borrower, as applicable, and, indirectly, any other subsidiary of the Borrower, (ii) performing its obligations under the Loan Documents, any ABL Facility, the Existing Credit Agreement, the 2025 Senior Unsecured Notes, any ABL Facility and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder and any permitted refinancing thereof; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting any initial public offering of its Capital Stock; (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Capital Stock of, Holdings pending the application thereof and (B) the proceeds of Indebtedness permitted by Section 6.01; (x) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (xi) participating in tax, accounting and other administrative matters; (xii) making payments of the type permitted under Section 6.09(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Existing Credit Agreement Transactions or the Transactions or otherwise not prohibited under this Agreement; (xiii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); (xiv) making and holding intercompany loans to the Parent Borrower and/or the Restricted Subsidiaries of the Borrower, as applicable; (xv) making and holding Investments of the type permitted under Section 6.06(h); and (xvi) activities incidental to any of the foregoing; or (cd) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Parent Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings Holdings, (wx) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, Agent and (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Parent Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(iiA) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Parent Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Parent Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yx) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor the successor to Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood all references herein and agreed in the other Loan Documents to Holdings shall be deemed a reference to such successor; provided, that notwithstanding the foregoing provisions of this Section 6.14, Holdings may convert incur any Indebtedness, own material assets, and consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer assets to any Person, in each case, in connection with the Permitted Restructuring. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into another form by and between [Insert name of entity organized Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Term Loan Credit Agreement identified below (as amended, restated, amended and restated, supplemented or existing otherwise modified from time to time, the “Term Loan Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the terms hereof (including the Standard Terms and Conditions attached hereto) and the Term Loan Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the laws Term Loan Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the USAssignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable Requirements of Law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Term Loan Credit Agreement, any state thereof other documents or instruments delivered pursuant thereto or the District of Columbia so long as such conversion does not adversely affect the value loan transactions governed thereby or in any way based on or related to any of the Guarantees foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). In the case where the Assigned Interest covers all of the Assignor’s rights and obligations under the Term Loan Guaranty Credit Agreement, the Assignor shall cease to be a party thereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03 of the Term Loan Credit Agreement with respect to facts and circumstances occurring on or prior to the CollateralEffective Date and subject to its obligations hereunder and under Section 9.13 of the Term Loan Credit Agreement. Such sale and assignment is (i) subject to acceptance and recording thereof in the Register by the Administrative Agent pursuant to Section 9.05(b)(iv) of the Term Loan Credit Agreement, (ii) without recourse to the Assignor and (iii) except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor. 1. Assignor: [•] 2. Assignee: [•] [and is an Affiliate/Approved Fund of [identify Lender]1] 3. Borrowers: ECO SERVICES OPERATIONS CORP., a Delaware corporation, ECOVYST CATALYST TECHNOLOGIES LLC, a Delaware limited liability company and PQ Corporation, a Pennsylvania corporation 1 Select as applicable. 4. Administrative Agent: Credit Suisse AG, Cayman Islands Branch, as administrative agent under the Term Loan Credit Agreement 5. Term Loan Credit Agreement: That certain Term Loan Credit Agreement dated as of June 9, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the date hereof, the “Term Loan Credit Agreement”), by and among CPQ Midco I Corporation, a Delaware corporation (“CPQ”), as Holdings prior to the consummation of the Holdings Assignment, PQ Corporation, a Pennsylvania corporation (“PQ”), as the Parent Borrower prior to the consummation of the Performance Chemicals Sale, Ecovyst Catalyst Technologies LLC, a Delaware limited liability company (“Ecovyst”), as a Borrower and, on and after the Performance Chemicals Closing Date, the Parent Borrower, Eco Services Operations Corp., a Delaware corporation (“Eco Services”), as a Borrower, the Lenders from time to time party thereto including, Credit Suisse AG, Cayman Islands Branch in its capacities as administrative agent and collateral agent (the “Administrative Agent”).

Permitted Activities of Holdings. Holdings shall not: not (a) incur incur, directly or indirectly, any third party Indebtedness for borrowed money or any other obligation or liability whatsoever other than Guarantees of the Indebtedness or and obligations under this Agreement, the other obligations of Credit Documents and the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise permitted or not prohibited hereunder; Related Agreements; (b) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired acquired, leased or licensed by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a partyparty or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding, directly or indirectly, 100% of the Capital Stock of each Borrower and Audatex Holdings, Inc., (ii) any other Lien created in connection with performing its obligations and activities incidental thereto under the TransactionsCredit Documents, (including granting Liens and Restricted Junior Payments) and to the extent not inconsistent therewith, the Related Agreements; (iii) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness issuing its own equity interests subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and terms hereof; (iv) Liens filing tax reports and paying taxes in the ordinary course; (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable Requirements of Law, (vii) effecting a Qualifying IPO and (viii) making Restricted Junior Payments and Investments to the type extent permitted under Section 6.02 by this Agreement; (other than in respect of debt for borrowed money); or (cd) consolidate or amalgamate with, with or merge with or into, or convey, sell transfer or otherwise transfer lease or license all or substantially all of its assets to, any Person; provided that, so long as no Default (e) sell or Event otherwise dispose of Default exists or would result therefrom and subject to Sections 6.11(a) and (b), (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and Capital Stock of any of its subsidiariesSubsidiaries; (f) so long as (i) Holdings is the continuing create or surviving acquire any Subsidiary or make or own any Investment in any Person other than Borrowers; or (iig) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents fail to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory hold itself out to the Administrative Agent, (x) Successor Holdings shall be an public as a legal entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation separate and distinct from all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the CollateralPersons.

Permitted Activities of Holdings. Holdings shall not: (a) incur Holdings shall not (i) incur, directly or indirectly, any third party Indebtedness for borrowed money or any other obligation or liability whatsoever other than Guarantees of the Obligations, the Working Capital Debt and Indebtedness or owing to other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise permitted or not prohibited hereunder; Credit Parties; (bii) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, party or permitted pursuant to Section 6.2; (iii) Liens engage in any business or activity or own any assets other than (A) holding one hundred percent (100%) of the Capital Stock of its Subsidiaries, the Investments it owns on the Collateral that are secured on a pari passu or junior basis with Closing Date and Permitted Acquisitions; (B) performing its obligations and activities incidental thereto under the Secured Obligations, so long as such Liens secure Guarantees permitted under clause (a)(ii) above Credit Documents and the underlying Indebtedness subject Working Capital Documents; (C) maintaining the cash management system of the Credit Parties, (D) making Restricted Junior Payments, Investments and Permitted Acquisitions to such Guarantee is the extent permitted by this Agreement, and (E) receiving Restricted Junior Payments to be secured on the same basis pursuant to Section 6.02 and extent permitted by this Agreement; (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (c) consolidate or amalgamate with, with or merge with or into, or convey, sell transfer or otherwise transfer lease all or substantially all of its assets to, any Person; provided that(v) sell or otherwise dispose of any Capital Stock of any of its Subsidiaries, so long except to the extent expressly permitted hereunder; (vi) create or acquire any Subsidiary or make or own any Investment in any Person other than the Subsidiaries and Investments it owns on the Closing Date and Permitted Acquisitions; or (vii) fail to hold itself out to the public as no Default a legal entity separate and distinct from all other Persons. (a) Canadian HoldCo shall not (i) incur, directly or Event of Default exists indirectly, any Indebtedness or would result therefrom and subject any other obligation or liability whatsoever; (ii) create or suffer to Sections 6.11(aexist any Lien upon any property or assets now owned or hereafter acquired by it; (iii) and (b)engage in any business or activity, own any assets, create or acquire any Subsidiary or make or own any Investment in any Person other than (A) holding one hundred percent (100%) of the Capital Stock of Canadian OpCo and U.K. OpCo (and making additional Investments in Canadian OpCo and U.K. OpCo); (B) receiving Restricted Junior Payments from Canadian OpCo and U.K. OpCo and capital contributions from Holdings may to the extent permitted by this Agreement; and (C) making loans and advances to other Credit Parties; (iv) consolidate or amalgamate with, with or merge with or into, any other Person (other than the Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell transfer or otherwise transfer lease all or substantially all of its assets to any other Person organized or existing under the laws of the USto, any state thereof Person; (v) sell or the District otherwise dispose of Columbia (other than the Borrower and any Capital Stock of any of its subsidiariesSubsidiaries; or (vi) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents fail to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory hold itself out to the Administrative Agent public as a legal entity separate and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateraldistinct from all other Persons.

Permitted Activities of Holdings. Notwithstanding anything to the contrary contained herein, Holdings shall not: not (a) incur incur, directly or indirectly, any third party Indebtedness for borrowed money or any other obligation or liability whatsoever other than Guarantees of the Indebtedness or other and obligations permitted to be incurred by Holdings under Section 6.1 (including, without limitation, Indebtedness and obligations owing to Company, Permitted Seller Notes and Earn-Out Obligations and Indebtedness and obligations set forth on Schedule 6.1 for which Holdings is obligor as of the Borrower and/or any Restricted SubsidiaryClosing Date), which Indebtedness or other obligations are otherwise permitted or not prohibited hereunder; to pay Transaction Costs and obligations for Taxes and administrative costs and expenses as contemplated on Sections 6.5(l) and 6.5(m); (b) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a partyparty or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Capital Stock of Company, (ii) any other Lien created in connection with the Transactions, performing its obligations under Permitted Seller Notes and Earn-Out Obligations and for Taxes and administrative costs and expenses as contemplated by Sections 6.5(l) and 6.5(m); (iii) Liens on making Restricted Junior Payments and Investments to the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and extent not prohibited by this Agreement; (iv) Liens entering into confidentiality and non-disclosure agreements entered into in the ordinary course of business and (v) performing its obligations and activities incidental to the type permitted foregoing to the extent not prohibited under Section 6.02 the Credit Documents; (other than in respect of debt for borrowed money); or (cd) consolidate or amalgamate with, with or merge with or into, or convey, sell transfer or otherwise transfer lease all or substantially all of its assets to, any Person; provided that, so long as no Default (e) sell or Event otherwise dispose of Default exists or would result therefrom and subject to Sections 6.11(a) and (b), (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and Capital Stock of any of its subsidiariesSubsidiaries except to the extent permitted by Section 6.9; (f) so long create or acquire any Subsidiary or make or own any Investment in any Person other than Company and other than as (i) Holdings is the continuing or surviving Person permitted under Section 6.7(g); or (iig) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents fail to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory hold itself out to the Administrative Agent, (x) Successor Holdings shall be an public as a legal entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation separate and distinct from all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the CollateralPersons.

Permitted Activities of Holdings. Holdings shall not: not (a) incur incur, directly or indirectly, any third party Indebtedness for borrowed money or any other obligation or liability whatsoever other than Guarantees the Indebtedness and obligations (i) under this Agreement and the other Loan Documents, (ii) as a guarantor under the MPT Guaranty and as a party to the MPT Master Funding Agreement or (iii) after the occurrence of any Qualified IPO, Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise permitted or not prohibited hereunder; under Section 8.03(m); (b) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired acquired, leased or licensed by it other than the Liens created by the Collateral Documents; (c) engage in any business or activity or own any assets other than (i) the Liens created under the Collateral Documents and, subject (x) prior to the Closing Date Intercreditor consummation of the Restructuring Transaction, holding 100% of the Equity Interests of the Borrower, and (y) from and after the consummation of the Restructuring Transaction, holding 100% of the Equity Interests of the Borrower, each of the Transferred Entities and any new Wholly Owned Subsidiaries or Permitted Joint Ventures created in or acquired in compliance with this Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, and (ii) any other Lien created in connection with performing its obligations and activities incidental thereto under the Transactions, Loan Documents or the MPT Documents; (iii) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (cd) consolidate or amalgamate with, with or merge with or into, or convey, sell transfer, lease or otherwise transfer all or substantially all license any portion of its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests of any of its Subsidiaries, except in compliance with Section 8.05(d); (f) create or acquire any Subsidiary or Joint Venture or make or own any Investment in any Person other than (i) prior to the consummation of the Restructuring Transaction, the Borrower, and (ii) from and after the consummation of the Restructuring Transaction, the Borrower, each of the Transferred Entities, any new Wholly Owned Subsidiaries or Permitted Joint Ventures created in or acquired otherwise in compliance with this Agreement; provided that, so long as no Default or Event of Default exists or would result therefrom and that Investments in Permitted Joint Ventures (including the amount thereof) shall be subject to the restrictions in Section 8.02(l); (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons; (h) fail to cause its Subsidiaries to comply with the requirements under Section 7.12(b), including that such Subsidiary (i) becomes a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall reasonably request for such purpose, and (ii) delivers to the Administrative Agent documents of the types referred to in Sections 6.11(a5.01(c) and (be) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)), (A) Holdings may consolidate or amalgamate withall in form, or merge with or into, any other Person (other than the Borrower content and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form scope reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant . Notwithstanding anything to the Collateral Documents that is perfected to at least contrary herein, nothing contained in this Section 8.17 shall limit the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate consummation of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the CollateralQualified IPO.

Permitted Activities of Holdings. Holdings (and any Intermediate Holding Companies) shall not: (a) incur any third party Indebtedness for borrowed money other than (i) Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise permitted hereunder and (ii) Indebtedness owed to the Borrower or not prohibited any Restricted Subsidiary otherwise permitted hereunder; (b) create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date any Customary Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each caseas applicable, to which it is a party, (ii) any other Lien created in connection with the Transactions[reserved], or (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(iiclause(a)(i) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 7.01 and (iv) Liens of the type permitted under Section 6.02 7.01 (other than in respect of debt Indebtedness for borrowed money); ormoney not referred to in clause (a)(i) of this Section 7.10);or (c) engage in any material business activity or own any material assets other than (i) holding the Capital Stock of the Borrower, and, indirectly, any other subsidiary of the Borrower (and/or any joint venture of any thereof); (ii) performing its obligations under the Loan Documents and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock permitted hereunder); (iv) filing tax reports and paying Taxes, including tax distributions made pursuant to Section 7.06(b)(ix) and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Laws; (vii) effecting any initial public offering of its Capital Stock; (viii) holding (A) cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or Permitted Investments or permitted Asset Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Capital Stock of, Holdings pending the application thereof, or otherwise received and held so long as such other assets are not “operated” and (B) the proceeds of Indebtedness permitted by Section 7.03; (ix) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (x) participating in tax, accounting and other administrative matters; (xi) making payments of the type permitted under Section 7.07(b)(xi) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions or otherwise not prohibited under this Agreement; (xii) complying with applicable Laws (including with respect to the maintenance of its existence); (xiii) financing activities, including the receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and the Borrower’s other Subsidiaries to the extent permitted hereunder; (xiv) repurchases of Indebtedness through open market purchases and/or “Dutch Auctions” permitted hereunder; (xv) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and/or any Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments to the extent permitted herein; (xvi) consummating any Permitted IPO Reorganization or any Permitted Tax Restructuring; (xvii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes related to such maintenance); (xviii) any transaction expressly permitted pursuant to clauses (a), (b) and/or (d) of this Section 7.10 and (xix) activities incidental or reasonably related to any of the foregoing;or (d) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its subsidiariesSubsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings Holdings, (wx) (i) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, Agents and Term Representative and (xii) Successor Holdings shall the successor Person will be an entity a Person organized or existing under the laws of the USjurisdiction of the Borrower or the United States of America, any state thereof State of the United States or the District of ColumbiaColumbia or any territory thereof, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(ii) and (B) Holdings may otherwise convey), sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to Administrative Agents shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the satisfaction of USA PATRIOT Act reasonably requested by the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the CollateralLenders.

Permitted Activities of Holdings. Holdings shall not: not (a) incur incur, directly or indirectly, any third party Indebtedness for borrowed money other than (i) the Indebtedness under the Loan Documents and the ABL Facility or otherwise in connection with the Transactions, (ii) Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise Borrowers and their Subsidiaries permitted or not prohibited hereunder; hereunder and (iii) Qualified Holding Company Debt; (b) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents andor, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term LoansABL Facility, in each case, to which it is a party, (ii) party or any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) or Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (c) engage in any business activity or own any material assets other than (i) holding 100.0% of the Capital Stock of the Borrower Agent and, indirectly, any other subsidiary, (ii) performing its obligations under the Loan Documents and the ABL Facility and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder, (iii) issuing its own Capital Stock, (iv) filing tax reports and paying taxes in the ordinary course (and contesting any taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable Requirements of Law; (vii) [reserved]; (viii) holding Cash and other assets received in connection with Restricted Payments or Investments made by the Borrowers and their Subsidiaries or contributions to, or proceeds from the issuance of, issuances of Capital Stock of Holdings, in each case, pending the application thereof in a manner not prohibited by this Agreement; (x) providing indemnification for its officers, directors or members of management; (xi) participating in tax, accounting and other administrative matters; (xii) the performance of its obligations under the other documents, agreements and Investments contemplated by the Transactions and (xiii) activities incidental to the foregoing; (d) consolidate or amalgamate with, with or merge with or into, or convey, sell transfer or otherwise transfer lease all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower Agent and any of its subsidiariesSubsidiaries) so long as (i) Holdings is shall be the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation merger or merger consolidation is not Holdings Holdings, (wA) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and expressly assume all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or or thereto in a form reasonably satisfactory to the Administrative Agent Agent; (B) such successor shall be an entity organized under the laws of the United States, any state thereof or the District of Columbia and (zC) the Borrower delivers Agent shall deliver a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause clauses (yA) set forth in this clause and (B)) hereof; provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor the successor Holdings will succeed to, and be substituted for, Holdings under this Agreement Agreement; or (e) fail to hold itself out to the public as a legal entity separate and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateraldistinct from all other Persons.

Permitted Activities of Holdings. Notwithstanding anything to the contrary contained herein, Holdings shall not: not (a) incur incur, directly or indirectly, any third party Indebtedness for borrowed money or any other obligation or liability whatsoever other than Guarantees of the Indebtedness or other and obligations permitted to be incurred by Holdings under Section 6.1 (including, without limitation, Indebtedness and obligations owing to Company, Permitted Seller Notes and Earn-Out Obligations and Indebtedness and obligations set forth on Schedule 6.1 for which Holdings is obligor as of the Borrower and/or any Restricted SubsidiaryClosing Date), which Indebtedness or other obligations are otherwise permitted or not prohibited hereunder; to pay Transaction Costs, obligations for Taxes and administrative costs and expenses as contemplated on Sections 6.5(1) and 6.5(m); (b) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a partyparty or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Capital Stock of Company, (ii) any other Lien created in connection with performing its obligations and activities incidental thereto under the TransactionsCredit Documents, (iii) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long performing its obligations under Permitted Seller Notes and Earn-Out Obligations and for Taxes and administrative costs and expenses as such Liens secure Guarantees permitted under clause (a)(iicontemplated by Sections 6.5(1) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 6.5(m); and (iv) Liens of making Restricted Junior Payments and Investments to the type extent permitted under Section 6.02 by this Agreement; (other than in respect of debt for borrowed money); or (cd) consolidate or amalgamate with, with or merge with or into, or convey, sell transfer or otherwise transfer lease all or substantially all of its assets to, any Person; provided that, so long as no Default (e) sell or Event otherwise dispose of Default exists or would result therefrom and subject to Sections 6.11(a) and (b), (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and Capital Stock of any of its subsidiariesSubsidiaries except to the extent permitted by Section 6.9; (f) so long create or acquire any Subsidiary or make or own any Investment in any Person other than Company and other than as (i) Holdings is the continuing or surviving Person permitted under Section 6.7(g); or (iig) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents fail to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory hold itself out to the Administrative Agent, (x) Successor Holdings shall be an public as a legal entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation separate and distinct from all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the CollateralPersons.

Permitted Activities of Holdings. Holdings shall not engage at any time in any active trade or any material operations or business other than through the Borrower and its Subsidiaries; it being understood and agreed that Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) the Indebtedness permitted to be incurred by Holdings under the Transaction Documents or otherwise in connection with the Transactions, (ii) Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted SubsidiarySubsidiary thereof, which Indebtedness or other obligations are otherwise permitted hereunder, (iii) Indebtedness owed to the Borrower or not prohibited hereunderany Subsidiary otherwise Uniti – Bridge Loan and Security Agreement #97751373v29 permitted hereunder and (iv) any Indebtedness that is contractually subordinated in right of payment to the Loan Obligations; (b) create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it securing Indebtedness for borrowed money other than (i) the Liens created under this Agreement and the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a partyother Security Documents, (ii) any other Lien created in connection with the Transactions, Transactions and (iii) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money)Permitted Liens; or (c) consolidate engage in any material business activity or amalgamate withown any material assets other than (i) holding the Equity Interests in the Borrower and, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b), (A) Holdings may consolidate or amalgamate with, or merge with or intoindirectly, any other Person (other than Subsidiary of the Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or Borrower; (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all performing its obligations of Holdings under this Agreement and the other Loan Transaction Documents and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder; (iii) issuing its own Equity Interests (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of capital stock permitted hereunder); (iv) filing tax reports and paying taxes; (v) preparing reports to which Holdings is a party pursuant Governmental Authorities and to a supplement hereto and/or thereto its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with Applicable Law; (vii) effecting any initial public offering of its capital stock; (viii) holding (A) cash, cash equivalents and other assets received in a form reasonably satisfactory connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the Administrative Agentcapital of, or proceeds from the issuance of capital stock of, Holdings pending the application thereof, or otherwise received and held so long as such other assets are not “operated” and (B) the proceeds of Permitted Indebtedness; (ix) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (x) Successor Holdings shall be an entity organized or existing participating in tax, accounting and other administrative matters; (xi) performance of its obligations under the laws of the USany document, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested agreement and/or Investment contemplated by the Administrative Agent to maintain such perfected status have been Transactions or will promptly be taken otherwise not prohibited under this Agreement; (subject to the terms of the applicable Loan Documents), and xii) complying with Applicable Law (z) the Borrower delivers a certificate of a Responsible Officer including with respect to the satisfaction maintenance of its existence); (xiii) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the conditions set forth in Borrower and its other Subsidiaries to the extent permitted hereunder; (xiv) consummating any Permitted Reorganization; (xv) any transaction expressly permitted pursuant to clause (wa) and/or (b) of this clause (A)(ii) Section 7.8; and (Bxvi) Holdings may otherwise convey, sell activities incidental or otherwise transfer all or substantially all of its assets reasonably related to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateralforegoing.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than Guarantees of (i) Indebtedness or other obligations in connection with the Transactions, (ii) Indebtedness of the type permitted under Sections 6.01(a), (o) and (z) and any Refinancing Indebtedness in respect thereof (including any Guarantees thereof) and (iii) Indebtedness that is not guaranteed by the Lead Borrower and/or or any Restricted Subsidiary, which Indebtedness or other obligations Subsidiary that are otherwise permitted or not prohibited hereunder; (b) create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it other than the Liens securing Indebtedness of the type permitted under Sections 6.01(a), (o), (y) and (z) and any Refinancing Indebtedness in respect thereof (including any Guarantees thereof), subject, if applicable, to an ABL Intercreditor Agreement; (c) engage in any business activity or own any material assets other than (i) directly or indirectly holding the Liens created under Capital Stock of the Collateral Documents and, subject to Lead Borrower and any subsidiary of the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a partyLead Borrower, (ii) performing its obligations under the Loan Documents, any First Lien Facility and other Lien created Indebtedness, Liens (including the granting of Liens) and Guarantees permitted to be incurred, granted or made, as applicable, by it hereunder; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting the Transactions; (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the Transactionscapital of, or proceeds from the issuance of Capital Stock or debt securities of, Holdings or any Parent Company pending the application thereof and (iiiB) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees permitted under clause (a)(ii) above and the underlying proceeds of Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 incurred by it hereunder; (ix) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (ivx) Liens participating in tax, accounting and other administrative matters; (xi) making payments of the type permitted under Section 6.02 6.09(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions or otherwise not prohibited under this Agreement; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); (xiii) making and holding intercompany loans to Holdings, any Borrower and/or the Restricted Subsidiaries of the Lead Borrower, as applicable; (xiv) making and holding Investments of the type permitted under Section 6.06(h); (xv) making Investments directly or indirectly in the Lead Borrower (and other than in respect Investment contemplated by Section 6.04(a) and making any Restricted Payment (assuming for such purpose that the definition thereof applies to the Capital Stock of debt for borrowed moneyHoldings)), and (xvi) activities incidental to any of the foregoing; or (cd) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Lead Borrower and any of its subsidiaries) so long as so (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y1) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z2) concurrently with the consummation of such transfer, causes 100% of the Capital Stock of the Lead Borrower to be pledged to the Administrative Agent for the benefit of the Secured Parties and (y) the Lead Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yw) set forth in this clause (B)) and (z) upon its reasonable request, the Administrative Agent shall have received a customary legal opinion; provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor the successor to Holdings will succeed to, and be substituted for, Holdings under this Agreement and Holdings shall be released from all obligations under the Loan Documents, and (2C) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateralpledge of the Capital Stock in the Lead Borrower.

Permitted Activities of Holdings. Holdings shall not: not (a) incur any third party Indebtedness for borrowed money other than Guarantees the Indebtedness under this Agreement, Indebtedness described in Sections 6.1(c) and (d) and Indebtedness that has recourse only to the Capital Stock of Indebtedness or other obligations of the Borrower and/or any Restricted Excluded Holdings Subsidiary, which Indebtedness or other obligations are otherwise permitted or not prohibited hereunder; ; (b) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired acquired, leased (as lessee), or licensed (as licensee) by it other than Permitted Liens of the types described in Sections 6.2(a) through (d) (read as if such clauses applied to Holdings) and Liens on Capital Stock of Excluded Holdings Subsidiaries (and any proceeds or products thereof); (c) engage in any business or material activity or own any material assets other than (i) directly holding the Liens created Capital Stock of Parent and investing in and holding the Capital Stock of any Excluded Holdings Subsidiary; (ii) performing its obligations under the Collateral Credit Documents, and to the extent not inconsistent therewith, the Related Agreements, the Five Points Acquisition Documents and, subject to the Closing Date Intercreditor Agreement, TrueBridge Acquisition Documents and the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, Enhanced Capital Acquisition Documents; (iii) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligationsholding Cash and Cash Equivalents, so long as such Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens holding other assets on a temporary basis pending dividend or distribution to holders of the type permitted under Section 6.02 its Capital Stock or Investment in Parent or any Excluded Holdings Subsidiary, (v) issuance of Capital Stock (other than in respect Disqualified Capital Stock) and activities incidental thereto and (vi) other activities incidental to the permitted assets, liabilities and activities described above, and the maintenance of debt for borrowed moneyHoldings’ corporate existence, including activities incidental to Holdings’ role as the parent holding company of a group of companies (including, to the extent applicable, public reporting requirements and related legal obligations); or (cd) consolidate or amalgamate with, with or merge with or into, or convey, sell or otherwise transfer Dispose all or substantially all of its assets to, any Person; provided that, so long as no Default or Event (e) Dispose of Default exists or would result therefrom and subject to Sections 6.11(a) and (b), (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person Capital Stock of Parent (other than the Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor the contribution by Holdings shall be an entity organized or existing under the laws of all of the US, any state thereof or outstanding Capital Stock in Company to Intermediate Holdings substantially contemporaneously with the District of ColumbiaFive Points Acquisition Closing, (y) the Administrative Agent shall have a security interest in issuance of Capital Stock of Intermediate Holdings to other Equity Investors therein on the Collateral for Five Points Acquisition Closing Date and, the benefit of TrueBridge Acquisition Closing Date and the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents)Enhanced Capital Acquisition Closing Date, and (z) from and after the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction Five Points Acquisition Closing, any disposition of the conditions set forth outstanding Capital Stock in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under Parent permitted by this Agreement and the that would not constitute a Change of Control); (f) create or acquire any subsidiary or make or own any Investment in any Person other Loan Documents than Parent and Excluded Holdings Subsidiaries (and Investments in Cash and Cash Equivalents); or (g) fail to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory hold itself out to the Administrative Agent public as a legal entity separate and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateral.distinct from all other Persons

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than Guarantees of (i) Indebtedness or other obligations in connection with the Transactions, (ii) Indebtedness of the type permitted under Sections 6.01(a), (o) and (z) and any Refinancing Indebtedness in respect thereof (including any Guarantees thereof) and (iii) Indebtedness that is not guaranteed by the Borrower and/or or any Restricted Subsidiary, which Indebtedness or other obligations Subsidiary that are otherwise permitted or not prohibited hereunder; (b) create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it other than the Liens securing Indebtedness of the type permitted under Sections 6.01(a), (o), (x) and (z) and any Refinancing Indebtedness in respect thereof (including any Guarantees thereof), subject, if applicable, to the Intercreditor Agreements (and any other Acceptable Intercreditor Agreement); (c) engage in any business activity or own any material assets other than (i) directly or indirectly holding the Liens created under Capital Stock of the Collateral Documents and, subject to Borrower and any subsidiary of the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a partyBorrower, (ii) performing its obligations under the Loan Documents and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted to be incurred, granted or made, as applicable, by it hereunder; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other Lien created acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting the Transactions; (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the Transactionscapital of, or proceeds from the issuance of Capital Stock or debt securities of, Holdings or any Parent Company pending the application thereof and (iiiB) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees permitted under clause (a)(ii) above and the underlying proceeds of Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 incurred by it hereunder; (ix) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (ivx) Liens participating in tax, accounting and other administrative matters; (xi) making payments of the type permitted under Section 6.02 6.09(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions or otherwise not prohibited under this Agreement; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); (xiii) making and holding intercompany loans to Holdings, the Borrower and/or the Restricted Subsidiaries of the Borrower, as applicable; (xiv) making and holding Investments of the type permitted under Section 6.06(h); (xv) making Investments directly or indirectly in the Borrower (and other than in respect Investment contemplated by Section 6.04(a) and making any Restricted Payment 129590608_2#96809902v9 (assuming for such purpose that the definition thereof applies to the Capital Stock of debt for borrowed moneyHoldings)), and (xvi) activities incidental to any of the foregoing; or (cd) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings Holdings, (wx) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, Agent and (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(iiA) and (z) upon its reasonable request, the Administrative Agent shall have received a customary legal opinion, (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets (including the Capital Stock of the Borrower) to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (xw) no Change of Control results therefrom, (yx) (1) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z2) concurrently with the consummation of such transfer, causes 100% of the Capital Stock of the Borrower to be pledged to the Administrative Agent for the benefit of the Secured Parties and (y) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yw) set forth in this clause (B)) and (z) upon its reasonable request, the Administrative Agent shall have received a customary legal opinion; provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor the successor to Holdings will succeed to, and be substituted for, Holdings under this Agreement and Holdings shall be released from all obligations under the Loan Documents, and (2C) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateralpledge of the Capital Stock in the Borrower.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) Indebtedness under the Loan Documents, any Term Loan Facility and the Senior Notes or otherwise in connection with the Transactions, (ii) Indebtedness of the type permitted under Section 6.01(o) and (iii) Guarantees of (x) Indebtedness or other obligations of the Lead Borrower and/or any Restricted Subsidiary, which Subsidiary that are otherwise permitted hereunder and (y) Indebtedness or other obligations are otherwise permitted or not prohibited hereunderunder any Term Loan Facility and the Senior Notes; (b) create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(iia)(iii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); (c) engage in any business activity or own any material assets other than (i) holding the Capital Stock of the Lead Borrower, as applicable, and, indirectly, any other subsidiary of the Lead Borrower, (ii) performing its obligations under the Loan Documents, any ABL Facility, the Senior Notes, any ABL Facility and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder and any permitted refinancing thereof; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting any initial public offering of its Capital Stock; (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Capital Stock of, Holdings pending the application thereof and (B) the proceeds of Indebtedness permitted by Section 6.01; (x) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (xi) participating in tax, accounting and other administrative matters; (xii) making payments of the type permitted under Section 6.09(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions or otherwise not prohibited under this Agreement; (xiii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); (xiv) making and holding intercompany loans to the Lead Borrower and/or the Restricted Subsidiaries of the Lead Borrower, as applicable; (xv) making and holding Investments of the type permitted under Section 6.06(h); and (xvi) activities incidental to any of the foregoing; or (cd) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Lead Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings Holdings, (wx) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, Agent and (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Lead Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(iiA) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Lead Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Lead Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yx) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor the successor to Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood all references herein and agreed that in the other Loan Documents to Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as shall be deemed a reference to such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateralsuccessor.

Permitted Activities of Holdings. Holdings shall not: (a) incur directly or indirectly, create, incur, assume or otherwise become or remain liable with respect to any third party Indebtedness, except (i) the Indebtedness under the Loan Documents, any Second Lien Facility or otherwise in connection with the Transactions, (ii) Guarantees of Indebtedness of the Borrower and its Subsidiaries permitted hereunder, (iii) Qualified Holding Company Debt, (iv) any Indebtedness (other than Indebtedness for borrowed money money) arising in connection with any Permitted Acquisition or other Investment permitted under this Agreement or any Disposition permitted by this Agreement, (v) any Indebtedness (other than Guarantees of Indebtedness or other obligations for borrowed money) arising in connection with the repurchase of the Borrower and/or Capital Stock of any Parent Company or in connection with any other Restricted Subsidiary, which Payment and (vi) any Indebtedness (other than Indebtedness for borrowed money) of the type permitted by Section 6.01(e) or other obligations are otherwise permitted or not prohibited hereunder(z); (b) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term LoansFacility, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis (it being understood that any Permitted Liens secured on a junior basis shall be pari passu with the Second Lien Facility (to the extent any such Second Lien Facility is subordinated in right of security on the same basis as the Second Lien Facility in effect on the Closing Date) or junior thereto) with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 6.02, provided that any such Liens shall be subject to the Intercreditor Agreement (in the case of a Guarantee in respect of any Second Lien Facility) or a customary intercreditor agreement on terms reasonably satisfactory to the Administrative Agent and the Borrower, and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed moneyIndebtedness); or; (c) consolidate engage in any business activity or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its own any material assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b), (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its subsidiaries) so long as (i) Holdings is holding the continuing or surviving Person or Capital Stock of the Borrower and, indirectly, any subsidiary of the Borrower; (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all performing its obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty Documents, any Second Lien Facility and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations related thereto in the Collateral.ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law;

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) the Indebtedness permitted to be incurred by Holdings under the Loan Documents or otherwise in connection with the Closing Date Transactions and the Mazooma Acquisition and (ii) Guarantees of Indebtedness or other obligations of the Borrower Borrowers and/or any Restricted Subsidiary, which Indebtedness or other obligations Subsidiary that are otherwise permitted or not prohibited hereunder; (b) create or suffer to exist any Lien on any asset now owned or hereafter acquired by it other than (i) the Liens created under any of the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, (ii) any other Lien created in connection with the Closing Date Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (c) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the any Borrower and or any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateral.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money money, other than (i) the Indebtedness permitted to be incurred by Holdings under the Loan Documents or otherwise in connection with the Transactions, (ii) the Indebtedness permitted to be incurred under Section 6.01(c), (iii) Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise permitted hereunder, (iv) Indebtedness owed to the Borrower or not prohibited hereunderany Restricted Subsidiary and (v) Qualified Holdings Indebtedness; (b) create or suffer to exist any Lien on any asset now owned or hereafter acquired by it it, other than (i) Liens on the Liens Collateral that are created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party2020 Senior Secured Credit Facilities, (ii) any other Lien created in connection with the Transactions, (iii) Liens on the Collateral that are secured on a pari passu or junior basis with the 2020 Senior Secured ObligationsCredit Facilities, so long as such Liens secure Guarantees permitted under clause (a)(iia)(iii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iviii) Liens of the type permitted to be incurred by Holdings under Section 6.02 (other than in respect of debt for borrowed money); (c) engage in any business activity, other than (i) holding the Capital Stock of the Borrower and, indirectly, any subsidiary of the Borrower (it being agreed that Holdings will not own Capital Stock (except on an interim basis in connection with any transaction otherwise permitted under this Section 6.13) of any Person other than the Borrower), (ii) the entry into, and the performance of its obligations under, the Loan Documents, the Senior Secured Loan Documents and the agreements or instruments evidencing or governing other Indebtedness and Guarantees permitted hereunder (including, subject to clause (b) above, the granting of Liens with respect thereto), (iii) the consummation of the Transactions, (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes), (v) preparing reports to Governmental Authorities and to its shareholders, (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its legal existence or to comply with applicable law, (vii) (A) issuing and selling its Capital Stock and making any dividend or other distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any of its Capital Stock and (B) performing activities in preparation for and consummating the DMG Acquisition or any public offering of, or any other issuance or sale of, its or any other Parent Company’s Capital Stock, including paying fees and expenses related thereto, (viii) holding Cash and Cash Equivalents, maintaining deposit accounts and holding other assets received from any Person holding any Capital Stock of Holdings (including as a result of issuance and sale of, or a capital contribution in respect of, any Capital Stock of Holdings) or, subject to clause (a) above, as proceeds of incurrence of any Indebtedness, or, in each case, the proceeds and products of any of the foregoing, (ix) (A) any transaction (including any Restricted Payment and Investment) between Holdings, on the one hand, and the Borrower or any of its Restricted Subsidiaries, on the other hand, in each case, expressly permitted under this Article 6 or between Holdings, on the one hand, and any Unrestricted Subsidiary, on the other hand, in each case, not expressly prohibited under this Article 6, (B) any other transaction or activity expressly contemplated under this Article 6 to be undertaken by Holdings or any other Parent Company and (C) any purchase of any Indebtedness of the Borrower or any of its subsidiaries, and, in each case under this clause (ix), holding any assets received as a result of such transaction, (x) the entry into, and performance of its obligations under, contracts and other arrangements with Employee Related Persons of Holdings, any other Parent Company, the Borrower or any of its subsidiaries, including the providing of indemnification to such Persons and the making of Investments of the type permitted under Section 6.05(h), (xi) participating in tax, accounting and other administrative matters, (xii) the obtainment of, and the payment of any fees, expenses and indemnities for, management, consulting, monitoring, investment banking, advisory and other services to the extent otherwise permitted by this Agreement, including any services or payments of the type permitted under Sections 6.08(f), 6.08(h) and 6.08(j), (xiii) the entry into, and performance of its obligations under, any document or agreement not prohibited under this Section 6.13(c) to be entered into or undertaken by Holdings, (xiv) complying with applicable law and (xv) activities incidental to any of the foregoing; or (cd) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided thatprovided, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and that (b), (Ai) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its subsidiaries), or (ii) convey, sell or otherwise transfer all or substantially all of its assets to any other Person (other than the Borrower and any of its subsidiaries), in each case, so long as (A) either (1) in the case of any transaction referred to in clause (i) above, Holdings is the continuing or surviving Person or (ii2) if the Person formed by continuing or surviving Person (if not Holdings) or the transferee Person (any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) (v) written notice of such merger, consolidation or amalgamation must be provided to the Administrative Agent at least ten (10) Business Days prior to the effectiveness thereof, (w) the Borrower shall have delivered to the Administrative Agent all documentation and other information requested by the Administrative Agent with respect to such Successor Holdings (including any Beneficial Ownership Certification) required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and the Beneficial Ownership Regulation, no later than two Business Days prior to the date of such effectiveness (or such later date as may be agreed by the Administrative Agent), (x) such Successor Holdings is an entity organized or existing under the law of the U.S., any state thereof or the District of Columbia and (y) such Successor Holdings expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form agreement reasonably satisfactory to the Administrative Agent and (zB) the Borrower delivers a certificate no Change of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B)Control results therefrom; provided, further, it being understood and agreed that (1I) if the foregoing conditions set forth in the preceding proviso under clauses (A) and (B) are satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and the other Loan Documents and (2II) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as (v) written notice of such conversion must be provided to the Administrative Agent at least ten (10) Business Days prior to the effectiveness thereof, (w) the Borrower shall have delivered to the Administrative Agent all documentation and other information requested by the Administrative Agent with respect to such conversion (including any Beneficial Ownership Certification) required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and the Beneficial Ownership Regulation, no later than two Business Days prior to the date of such effectiveness (or such later date as may be agreed by the Administrative Agent) and (x) such conversion does not adversely affect the value of the Guarantees under materially impair the Loan Guaranty or the Collateralprovided by Holdings.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise permitted or not prohibited hereunder; (b) create or suffer to exist any Lien on any asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, (ii) any other Lien created in connection with the TransactionsTransactions,[reserved], (iii) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (c) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b), (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateral.

Permitted Activities of Holdings. Holdings shall not: not (a) incur incur, directly or indirectly, any third party Indebtedness for borrowed money other than (i) the Indebtedness under the Loan Documents and the Term Loan FacilitySenior Notes or otherwise in connection with the Transactions and (ii) Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise Borrowers and their Subsidiaries permitted or not prohibited hereunder; ; (b) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents andor, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term LoansLoan FacilitySenior Secured Notes, in each case, to which it is a party, (ii) party or any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) or Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (c) engage in any business activity or own any material assets other than (i) holding 100.0% of the Capital Stock of the Borrower Agent and, indirectly, any other subsidiary, (ii) performing its obligations under the Loan Documents and the Term Loan FacilitySenior Secured Notes and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder, (iii) issuing its own Capital Stock, (iv) filing tax reports and paying taxes in the ordinary course (and contesting any taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable Requirements of Law; (vii) [reserved]; (viii) holding Cash and other assets received in connection with Restricted Payments or Investments made by the Borrowers and their Subsidiaries or contributions to, or proceeds from the issuance of, issuances of Capital Stock of Holdings, in each case, pending the application thereof in a manner not prohibited by this Agreement; (x) providing indemnification for its officers, directors or members of management; (xi) participating in tax, accounting and other administrative matters; (xii) the performance of its obligations under the other documents, agreements and Investments contemplated by the Transactions and (xiii) activities incidental to the foregoing; (d) consolidate or amalgamate with, with or merge with or into, or convey, sell transfer or otherwise transfer lease all or substantially all of its assets to, any Person; provided that, that so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower Agent and any of its subsidiariesSubsidiaries) so long as (i) Holdings is shall be the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation merger or merger consolidation is not Holdings Holdings, (wA) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and expressly assume all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or or thereto in a form reasonably satisfactory to the Administrative Agent Agent; (B) such successor shall be an entity organized under the laws of the United States, any state thereof or the District of Columbia and (zC) the Borrower delivers Agent shall deliver a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause clauses (yA) set forth in this clause and (B)) hereof; provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor the successor Holdings will succeed to, and be substituted for, Holdings under this Agreement Agreement; or (e) fail to hold itself out to the public as a legal entity separate and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateraldistinct from all other Persons.

Permitted Activities of Holdings. Holdings shall will not: (a) incur any third party Indebtedness indebtedness for borrowed money money, other than (i) the Indebtedness incurred by Holdings under the Loan Documents, (ii) Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise permitted hereunder, and (iii) Indebtedness owed to the Borrower or not prohibited hereunderany Subsidiary; (b) create or suffer to exist any Lien on any asset now owned or hereafter acquired by it it, other than (i) the Liens created under the Collateral Security Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, party and (ii) any other Lien created in connection with the Transactions, (iii) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt indebtedness for borrowed money); or; (c) consolidate or amalgamate withengage in any business activity, or merge other than (i) holding the Equity Interests in the Borrower and, indirectly, any Subsidiary of the Borrower (it being agreed that Holdings will not own (except on an interim basis in connection with or any transaction otherwise permitted under this Section 6.16) Equity Interests of any other Person), and acting as a holding company with respect thereto, (ii) the entry into, or convey, sell or otherwise transfer all or substantially all and the performance of its assets toobligations under, any Person; provided thatthe Loan Documents and the agreements or instruments evidencing or governing other Indebtedness and Guarantees permitted hereunder (including, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and paragraph (b) of this Section 6.16, the granting of Liens with respect thereto), (iii) the consummation of the Transactions, (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes), (v) preparing reports to Governmental Authorities and to its equityholders, (vi) holding director and equityholder meetings, preparing organizational records and other organizational activities required to maintain its legal existence or to comply with applicable law, (vii) (A) Holdings may consolidate issuing, selling, converting, exchanging or amalgamate withotherwise transacting in respect of its Equity Interests and making any dividend or other distribution on account of, or merge with any redemption, retirement, sinking fund or intosimilar payment, any purchase or other Person (other than the Borrower and acquisition for value of, any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) Equity Interests and (B) Holdings may otherwise conveyperforming activities in preparation for and consummating any public offering of, sell or otherwise transfer all or substantially all of its assets to any other Person organized issuance or existing under the laws of the USsale of, any state thereof its or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change parent company’s Equity Interests, including paying fees and expenses related thereto and entry into, and performance of Control results therefromits obligations under, any agreement relating thereto, (yviii) holding cash and Permitted Investments, maintaining deposit accounts and holding other assets received from any Person holding any Equity Interests in Holdings (including as a result of issuance, sale, conversion, exchange or other transaction in respect of, or a capital contribution in respect of, any Equity Interests in Holdings) or, subject to paragraph (a) of this Section 6.16, as proceeds of incurrence of any Indebtedness, or, in each case, the Person acquiring such assets expressly assumes all proceeds and products of any of the obligations foregoing, (ix) (A) any transaction (including any Restricted Payment and Investment) between Holdings, on the one hand, and the Borrower or any of Holdings the Subsidiaries, on the other hand, in each case, expressly permitted under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause Article VI, (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings any other transaction or activity expressly contemplated under this Agreement and (2) it is understood and agreed that Article VI to be undertaken by Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateral.parent company IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" "" ""

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) Indebtedness under the Loan Documents, any Term Loan Facility and the Senior Notes or otherwise in connection with the Transactions, (ii) Indebtedness of the type permitted under Section 6.01(oSections 6.01(a), (o) and (z) and any Refinancing Indebtedness in respect thereof (including any Guarantees thereof) and (iii) Guarantees of (x) Indebtedness or other obligations of the Lead Borrower and/or any Restricted Subsidiary, which Subsidiary that are otherwise permitted hereunder and (y) Indebtedness or other obligations are otherwise permitted or not prohibited hereunderunder any Term Loan Facility and the Senior Notes; (b) create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(iia)(iii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); (c) engage in any business activity or own any material assets other than (i) directly or indirectly holding the Capital Stock of the Lead Borrower, as applicable, and, indirectly, any other subsidiary of the Lead Borrower, (ii) performing its obligations under the Loan Documents, any ABL Facility, the Senior Notes, any ABL Facility and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted to be incurred, granted or made, as applicable, by it hereunder and any permitted refinancing thereof; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting any initial public offering of its Capital Stockthe Transactions; (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Capital Stock or debt securities of, Holdings or any Parent Company pending the application thereof and (B) the proceeds of Indebtedness permitted by Section 6.01to be incurred by it hereunder; (xix) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (xix) participating in tax, accounting and other administrative matters; (xiixi) making payments of the type permitted under Section 6.09(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions or otherwise not prohibited under this Agreement; (xiiixii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); (xivxiii) making and holding intercompany loans to Holdings, the Lead Borrower and/or the Restricted Subsidiaries of the Lead Borrower, as applicable; (xv) making and holding Investments of the type permitted under Section 6.06(h); (xiv) making Investments directly or indirectly in the Lead Borrower (and other Investment contemplated by Section 6.04(a) and making any Restricted Payment (assuming for such purpose that the definition thereof applies to the Capital Stock of Holdings)); and (xvixv) activities incidental to any of the foregoing; or (cd) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Lead Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings Holdings, (wx) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, Agent and (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Lead Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(iiA) and and, (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets (including the Capital Stock of the Lead Borrower) to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Lead Borrower and any of its subsidiaries) so long as (xxw) no Change of Control results therefrom, (yyx) (1) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (zz2) concurrently with the consummation of such transfer, causes 100% of the Capital Stock of the Lead Borrower to be pledged to the Administrative Agent for the benefit of the Secured Parties and (y) the Lead Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yxw) set forth in this clause (B)) and (z) upon its reasonable request, the Administrative Agent shall have received a customary legal opinion; provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor the successor to Holdings will succeed to, and be substituted for, Holdings under this Agreement and all references herein and in the other Loan Documents to Holdings shall be deemed a reference to such successor.released from all obligations under the Loan Documents, and (2C) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateralpledge of the Capital Stock in the Lead Borrower; provided, that notwithstanding the foregoing provisions of this Section 6.14, Holdings may incur any Indebtedness, own material assets, and consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer assets to any Person, in each case, in connection with the Permitted Restructuring.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than Guarantees of (i) Indebtedness or other obligations in connection with the Transactions, (ii) Indebtedness of the type permitted under Sections 6.01(a), (o) and (z) and any Refinancing Indebtedness in respect thereof (including any Guarantees thereof) and (iii) Indebtedness that is not guaranteed by the Borrower and/or or any Restricted Subsidiary, which Indebtedness or other obligations Subsidiary that are otherwise permitted or not prohibited hereunder; (b) create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it other than the Liens securing Indebtedness of the type permitted under Sections 6.01(a), (o), (x) and (z) and any Refinancing Indebtedness in respect thereof (including any Guarantees thereof), subject, if applicable, to the Intercreditor Agreements (and any other Acceptable Intercreditor Agreement); (c) engage in any business activity or own any material assets other than (i) directly or indirectly holding the Liens created under Capital Stock of the Collateral Documents and, subject to Borrower and any subsidiary of the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a partyBorrower, (ii) performing its obligations under the Loan Documents and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted to be incurred, granted or made, as applicable, by it hereunder; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other Lien created acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting the Transactions; (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the Transactionscapital of, or proceeds from the issuance of Capital Stock or debt securities of, Holdings or any Parent Company pending the application thereof and (iiiB) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees permitted under clause (a)(ii) above and the underlying proceeds of Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 incurred by it hereunder; (ix) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (ivx) Liens participating in tax, accounting and other administrative matters; (xi) making payments of the type permitted under Section 6.02 6.09(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions or otherwise not prohibited under this Agreement; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); (xiii) making and holding intercompany loans to Holdings, the Borrower and/or the Restricted Subsidiaries of the Borrower, as applicable; (xiv) making and holding Investments of the type permitted under Section 6.06(h); (xv) making Investments directly or indirectly in the Borrower (and other than in respect Investment contemplated by Section 6.04(a) and making any Restricted Payment (assuming for such purpose that the definition thereof applies to the Capital Stock of debt for borrowed moneyHoldings)), and (xvi) activities incidental to any of the foregoing; or (cd) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings Holdings, (wx) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, Agent and (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(iiA) and (z) upon its reasonable request, the Administrative Agent shall have received a customary legal opinion, (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets (including the Capital Stock of the Borrower) to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (xw) no Change of Control results therefrom, (yx) (1) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z2) concurrently with the consummation of such transfer, causes 100% of the Capital Stock of the Borrower to be pledged to the Administrative Agent for the benefit of the Secured Parties and (y) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yw) set forth in this clause (B)) and (z) upon its reasonable request, the Administrative Agent shall have received a customary legal opinion; provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor the successor to Holdings will succeed to, and be substituted for, Holdings under this Agreement and Holdings shall be released from all obligations under the Loan Documents, and (2C) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateralpledge of the Capital Stock in the Borrower.

Permitted Activities of Holdings. Holdings shall not: (a) : 298. incur any third party Indebtedness for borrowed money other than Guarantees of (i) Indebtedness or other obligations in connection with the Transactions, (ii) Indebtedness of the type permitted under Sections 6.01(a), (o) and (z) and any Refinancing Indebtedness in respect thereof (including any Guarantees thereof) and (iii) Indebtedness that is not guaranteed by the Borrower and/or or any Restricted Subsidiary, which Indebtedness or other obligations Subsidiary that are otherwise permitted or not prohibited hereunder; (b) ; 299. create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it other than the Liens securing Indebtedness of the type permitted under Sections 6.01(a), (o), (x) and (z) and any Refinancing Indebtedness in respect thereof (including any Guarantees thereof), subject, if applicable, to the Intercreditor Agreements (and any other Acceptable Intercreditor Agreement); 300. engage in any business activity or own any material assets other than (i) directly or indirectly holding the Liens created under Capital Stock of the Collateral Documents and, subject to Borrower and any subsidiary of the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a partyBorrower, (ii) performing its obligations under the Loan Documents and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted to be incurred, granted or made, as applicable, by it hereunder; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other Lien created acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting the Transactions; (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the Transactionscapital of, or proceeds from -143- the issuance of Capital Stock or debt securities of, Holdings or any Parent Company pending the application thereof and (iiiB) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees permitted under clause (a)(ii) above and the underlying proceeds of Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 incurred by it hereunder; (ix) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (ivx) Liens participating in tax, accounting and other administrative matters; (xi) making payments of the type permitted under Section 6.02 6.09(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions or otherwise not prohibited under this Agreement; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); (xiii) making and holding intercompany loans to Holdings, the Borrower and/or the Restricted Subsidiaries of the Borrower, as applicable; (xiv) making and holding Investments of the type permitted under Section 6.06(h); (xv) making Investments directly or indirectly in the Borrower (and other than in respect Investment contemplated by Section 6.04(a) and making any Restricted Payment (assuming for such purpose that the definition thereof applies to the Capital Stock of debt for borrowed moneyHoldings)), and (xvi) activities incidental to any of the foregoing; or (c) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b), (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y1) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z2) concurrently with the consummation of such transfer, causes 100% of the Capital Stock of the Borrower to be pledged to the Administrative Agent for the benefit of the Secured Parties and (y) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yw) set forth in this clause (B)) and (z) upon its reasonable request, the Administrative Agent shall have received a customary legal opinion; provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor the successor to Holdings will succeed to, and be substituted for, Holdings under this Agreement and Holdings shall be released from all obligations under the Loan Documents, and (2C) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateralpledge of the Capital Stock in the Borrower.

Permitted Activities of Holdings. With respect to Holdings, engage in any material operating or business activities; provided, that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower and the Permitted Holdings shall not: Subsidiaries and activities incidental thereto, including payment of dividends and other amounts in respect of their respective Equity Interests, (aii) 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 with respect to the Loan Documents and any third party other Indebtedness for borrowed money other than Guarantees permitted under Section 7.03 to be incurred by the Borrower and the Restricted Subsidiaries, (iv) any issuance or sale of Indebtedness or other its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of Indebtedness, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrower and/or or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise permitted or not prohibited hereunder;Restricted (b) create or suffer to exist any Lien on any asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject shall deliver to the Closing Date Intercreditor Agreement, Administrative Agent all information as may be reasonably requested by the collateral documents relating Administrative Agent to satisfy any Second Lien Term Loans, in each case, to which it is a partyapplicable “know your customer” requirements, (ii) shall be an entity organized or existing under the law of any other Lien created in connection with state of the Transactions, United States or the District of Columbia and (iii) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (c) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b), (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) 100% of the Equity Interests of the Borrower delivers a certificate of a Responsible Officer with respect to remains pledged as security for the satisfaction of the conditions under clause (y) set forth in this clause (B)Secured Obligations by Successor Holdings; provided, further, that (1) if the conditions set forth in the preceding proviso this sentence are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan its Guaranty or the CollateralCollateral and subject to compliance with any applicable requirements in any Collateral Documents.

Permitted Activities of Holdings. Holdings will not engage in any material operating or business activities; provided that the following activities shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests permitted to be made by the Borrower pursuant to the terms of this Agreement, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Transactions (including under the Acquisition Agreement), the Credit Documents, the First Lien Credit Documents and any other documents governing Indebtedness of the Borrower and the Restricted Subsidiaries permitted hereby, (iv) any public offering of its common equity or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of equity securities and the incurrence of unsecured holding company debt (provided that (1) neither the Borrower nor any Restricted Subsidiary is a borrower or a guarantor with respect to such debt and (2) such debt shall have a final maturity date that is after the then existing Latest Term Loan Maturity Date); provided that, Holdings shall not: (a) , in any event, be permitted to incur any third party secured Indebtedness for borrowed money (other than Guarantees any guarantee obligations in respect of secured Indebtedness of the Borrower and its Restricted Subsidiaries permitted to be incurred pursuant to Section 10.1), (vi) the receipt and the making (or other payment) of dividends and distributions, making contributions to the capital of the Borrower and its Restricted Subsidiaries and guaranteeing the obligations of the Borrower and/or any and its other Restricted SubsidiarySubsidiaries, which Indebtedness or other obligations are otherwise permitted or not prohibited hereunder; (b) create or suffer to exist any Lien on any asset now owned or hereafter acquired by it other than (ivii) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, (ii) any other Lien created in connection with the IPO Reorganization Transactions, (iiiviii) Liens on if applicable, participating in tax, accounting and other administrative matters as a member of the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees permitted under clause (a)(ii) above consolidated group and the underlying Indebtedness subject provision of administrative and advisory services (including treasury and insurance services) to such Guarantee is permitted the Borrower and its Subsidiaries of a type customarily provided by a holding company to be secured on the same basis pursuant to Section 6.02 and its Subsidiaries, (ivix) Liens holding any cash or property (but not operating any property) (excluding any Equity Interest of the type permitted under Section 6.02 (any Person other than in respect of debt for borrowed money); or (c) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (bthe Borrower), (Aviii) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower providing indemnification to officers and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agentdirectors, (x) Successor Holdings shall be an entity organized or existing under the laws repurchases of the US, any state thereof or the District of ColumbiaIndebtedness through open market purchases and Dutch auctions, (yxi) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant activities incidental to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation Permitted Acquisitions or amalgamation and all actions reasonably requested similar Investments consummated by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any the Restricted Subsidiaries, including the formation of its subsidiaries) so long as (x) no Change of Control results therefromacquisition vehicle entities and intercompany loans and/ or Investments incidental to such Permitted Acquisitions or similar Investments, (yxii) the Person acquiring such assets making of Investments consisting of Cash Equivalents, (xiii) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly assumes all of the obligations of Holdings permitted under this Agreement Section 10 and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form (xiv) any activities incidental or reasonably satisfactory related to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateralforegoing.

Permitted Activities of Holdings. Notwithstanding anything to the contrary contained herein, Holdings shall not: not (a) incur incur, directly or indirectly, any third party Indebtedness for borrowed money or any other obligation or liability whatsoever other than Guarantees of the Indebtedness or other and obligations permitted to be incurred by Holdings under Section 6.1 (including, without limitation, Indebtedness and obligations owing to Company, Permitted Seller Notes and Earn-Out Obligations and Indebtedness and obligations set forth on Schedule 6.1 for which Holdings is obligor as of the Borrower and/or any Restricted SubsidiaryClosing Date), which Indebtedness or other obligations are otherwise permitted or not prohibited hereunder; to pay Transaction Costs, obligations for Taxes and administrative costs and expenses as contemplated on Sections 6.5(l) and 6.5(m); (b) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a partyparty or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Capital Stock of Company, (ii) any other Lien created in connection with performing its obligations and activities incidental thereto under the TransactionsCredit Documents, (iii) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long performing its obligations under Permitted Seller Notes and Earn-Out Obligations and for Taxes and administrative costs and expenses as such Liens secure Guarantees permitted under clause (a)(iicontemplated by Sections 6.5(l) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 6.5(m); and (iv) Liens of making Restricted Junior Payments and Investments to the type extent permitted under Section 6.02 by this Agreement; (other than in respect of debt for borrowed money); or (cd) consolidate or amalgamate with, with or merge with or into, or convey, sell transfer or otherwise transfer lease all or substantially all of its assets to, any Person; provided that, so long as no Default (e) sell or Event otherwise dispose of Default exists or would result therefrom and subject to Sections 6.11(a) and (b), (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and Capital Stock of any of its subsidiariesSubsidiaries except to the extent permitted by Section 6.9; (f) so long create or acquire any Subsidiary or make or own any Investment in any Person other than Company and other than as (i) Holdings is the continuing or surviving Person permitted under Section 6.7(g); or (iig) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents fail to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory hold itself out to the Administrative Agent, (x) Successor Holdings shall be an public as a legal entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation separate and distinct from all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the CollateralPersons.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) the Indebtedness under the Loan Documents (including any Additional Credit Facility), any Revolving Facility, any Second Lien Facility or otherwise in connection with the Transactions, (ii) Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise and its Subsidiaries permitted or not prohibited hereunderhereunder and (iii) Qualified Holding Company Debt; (b) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Revolving Facility and any Second Lien Term LoansFacility, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iviii) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); (c) engage in any business activity or own any material assets other than (i) holding the Capital Stock of the Borrower and, indirectly, any other subsidiary of the Borrower; (ii) performing its obligations under the Loan Documents, any Revolving Facility, any Second Lien Facility and other Indebtedness (including the Holdco Notes and any Holdco Refinancing Indebtedness), Liens (including the granting of Liens) and Guarantees permitted hereunder, and repaying or redeeming any such Indebtedness (including the Holdco Notes and any Holdco Refinancing Indebtedness) in accordance with the terms thereof; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations related thereto in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting a Qualifying IPO and/or any transaction in connection therewith; (viii) holding Cash and other assets received in connection with Restricted Payments received from, or Investments made by the Borrower and its subsidiaries or contributions to the capital of, or proceeds from the issuance of, Capital Stock of Holdings, in each case, pending the application thereof; (ix) providing indemnification for its current or former officers, directors, members of management, managers, employees and advisors or consultants; (x) participating in tax, accounting and other administrative matters; (xi) performing its obligations under any Sponsor Management Agreement and any documents and agreements and transactions with respect to Holdings that are otherwise specifically permitted or expressly contemplated by Article VI; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence) and activities incidental to the foregoing; and (xiii) performing activities incidental to any of the foregoing; or (cd) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may merge or consolidate or amalgamate with, or merge with or into, into any other Person (other than the Borrower and any of its subsidiariessubsidiaries except as provided below) so long as (i) Holdings is shall be the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, merger or consolidation or amalgamation or merger is not Holdings Holdings, (wA) the successor Person (such successor Person, “Successor Holdings”) shall expressly assumes assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, ; (xB) Successor Holdings such successor shall be an entity organized or existing under the laws of the USU.S., any state thereof or the District of Columbia and (C) the Borrower shall deliver a certificate of a Responsible Officer with respect to the satisfaction of the conditions under the immediately preceding clauses (A) and (B) hereof; provided, further, that if the conditions set forth in the preceding proviso are satisfied, the successor to Holdings will succeed to, and be substituted for, Holdings under this Agreement and the other Loan Documents and (B) Holdings may convey, sell or otherwise transfer all or substantially all of its assets to any other Person so long as (v) no Change of Control shall result therefrom, (w) the Person acquiring such assets shall expressly assume all of the obligations of Holdings under this Agreement (and the other Loan Documents to which Holdings or is a party) pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) the Person acquiring such assets shall be an entity organized under the laws of the U.S., any state thereof or the District of Columbia, ; (y) the Administrative Agent shall have a security interest in the Collateral for the benefit Capital Stock of the Secured Parties pursuant to the Collateral Documents that is Borrower shall be perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), transfer and (z) the Borrower delivers shall deliver a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause clauses (wx) and (y) of this clause (A)(iiB); it being understood and agreed that if the conditions set forth in the preceding proviso are satisfied, the successor to Holdings (or any Person comprising Holdings) will succeed to, and be substituted for, Holdings (Bor the relevant Person comprising Holdings) under this Agreement. Notwithstanding anything to the contrary in this Agreement, Holdings may otherwise convey, sell consolidate or otherwise transfer all amalgamate or substantially all merge with and into the Borrower so long as (A) the direct Parent Company of its assets to any other Person the Borrower is organized or existing under the laws of the USU.S., any state thereof or thereof, the District of Columbia or any territory thereof (other than such direct Parent Company, the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom“Successor Parent Company”), (yB) the Person acquiring such assets Successor Parent Company expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party party, as well as any Qualified Holding Company Debt then outstanding, pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (C) the Successor Parent Company has no Indebtedness or other liabilities and engages in no business activities and owns no material assets other than as permitted under this Section 6.14, (D) no Default or Event of Default then exists or would result therefrom, (E) the security interests in the Capital Stock of the Borrower shall be perfected in a manner reasonably satisfactory to the Administrative Agent and (zF) the Borrower delivers Successor Parent Company shall deliver a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the immediately preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and clauses (2A) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateralthrough (E) hereof.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) the Indebtedness permitted to be incurred by Holdings under the Loan Documents or otherwise in connection with the Transactions and (ii) Guarantees of Indebtedness or other obligations of the Top Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations Subsidiary that are otherwise permitted or not prohibited hereunder; (b) create or suffer to exist any Lien on any asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a partyDocuments, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (c) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Top Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (wx) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, Agent and (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Top Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(iiA) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Top Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Top Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yx) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateral.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than (i) Indebtedness under the Loan Documents, any Term Loan Facility or otherwise in connection with the Transactions, (ii) Indebtedness of the type permitted under Sections 6.01(a), (o) and (z) and any Refinancing Indebtedness in respect thereof (including any Guarantees thereof) and (iii) Guarantees of (x) Indebtedness or other obligations of the Lead Borrower and/or any Restricted Subsidiary, which Subsidiary that are otherwise permitted hereunder and (y) Indebtedness or other obligations are otherwise permitted or not prohibited hereunderunder any Term Loan Facility; (b) create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(iia)(iii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); (c) engage in any business activity or own any material assets other than (i) directly or indirectly holding the Capital Stock of the Lead Borrower and any subsidiary of the Lead Borrower, (ii) performing its obligations under the Loan Documents, any ABL Facility and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted to be incurred, granted or made, as applicable, by it hereunder and any permitted refinancing thereof; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting the Transactions; (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Capital Stock or debt securities of, Holdings or any Parent Company pending the application thereof and (B) the proceeds of Indebtedness permitted to be incurred by it hereunder; (ix) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (x) participating in tax, accounting and other administrative matters; (xi) making payments of the type permitted under Section 6.09(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions or otherwise not prohibited under this Agreement; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); (xiii) making and holding intercompany loans to Holdings, the Lead Borrower and/or the Restricted Subsidiaries of the Lead Borrower, as applicable; (xv) making and holding Investments of the type permitted under Section 6.06(h); (xiv) making Investments directly or indirectly in the Lead Borrower (and other Investment contemplated by Section 6.04(a) and making any Restricted Payment (assuming for such purpose that the definition thereof applies to the Capital Stock of Holdings)); and (xv) activities incidental to any of the foregoing; or (cd) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Lead Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings Holdings, (wx) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, Agent and (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Lead Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (wx) of this clause (A)(ii) and A), (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets (including the Capital Stock of the Lead Borrower) to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (xw) no Change of Control results therefrom, (yx) (1) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z2) concurrently with the consummation of such transfer, causes 100% of the Capital Stock of the Lead Borrower to be pledged to the Administrative Agent for the benefit of the Secured Parties and (y) the Lead Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yw) set forth in this clause (B)) and (z) upon its reasonable request, the Administrative Agent shall have received a customary legal opinion; provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor the successor to Holdings will succeed to, and be substituted for, Holdings under this Agreement and Holdings shall be released from all obligations under the Loan Documents, and (2C) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateralpledge of the Capital Stock in the Lead Borrower; provided, that notwithstanding the foregoing provisions of this Section 6.14, Holdings may incur any Indebtedness, own material assets, and consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer assets to any Person, in each case, in connection with the Permitted Restructuring.

Permitted Activities of Holdings. Holdings shall not: (a) incur any third party Indebtedness for borrowed money other than the Secured Obligations and other Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations Subsidiary that are otherwise permitted or not prohibited hereunder; (b) create or suffer to exist any Lien on any asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date an Acceptable Intercreditor Agreement, the collateral documents relating related to any Second Lien Term Loans, in each caseABL Facility, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(iia) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or; (c) engage in any business activity or own any material assets other than (i) holding the Capital Stock of any of its direct or indirect subsidiaries; (ii) performing its obligations under the Loan Documents, any ABL Facility, other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder; (iii) making any grants, issuances, repurchases or withholdings by Holdings of its own Capital Stock (including, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock), stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and performance awards pursuant to any equity incentive plans of Holdings; (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting any public offering of its Capital Stock and/or any transaction in connection therewith; (viii) holding Cash, Cash Equivalents and other assets received in connection with Restricted Payments received from, or Investments made by, the Borrower and/or any Restricted Subsidiary or any of their direct or indirect subsidiaries or contributions to the capital of, or proceeds from the issuance of, Capital Stock of Holdings, in each case, pending the application thereof; (ix) providing indemnification for its officers, directors, members of management, managers, employees and advisors or consultants; (x) participating in tax, accounting and other administrative matters; (xi) making payments of the type permitted under Section 6.08(f) and the performance of its obligations under the Acquisition Agreement and any other document, agreement and/or Investment contemplated by the Transactions and other transactions expressly contemplated under this Agreement; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); and (xiii) activities incidental to any of the foregoing or effecting any transaction permitted under this Agreement, including, without limitation, the Transactions; and (d) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and or any of its subsidiariesRestricted Subsidiaries.) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings Holdings, (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall provide the documentation and other information reasonably requested in writing by the Lenders that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least three Business Days prior to the effectiveness of such merger, consolidation or amalgamation (or such shorter period as the Administrative Agent shall otherwise agree), (x) Successor Holdings shall be an entity organized or existing under the laws of the USU.S., any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(iiA) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (yx) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateral.

Permitted Activities of Holdings. Holdings shall not: (a) incur Holdings shall not (i) incur, directly or indirectly, any third party Indebtedness for borrowed money or any other obligation or liability whatsoever other than Guarantees of the Obligations, the Term Loan Debt and Indebtedness or owing to other obligations of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise permitted or not prohibited hereunder; Credit Parties; (bii) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, party or permitted pursuant to Section 6.2; (iii) Liens engage in any business or activity or own any assets other than (A) holding one hundred percent (100%) of the Stock of its Subsidiaries, the Investments it owns on the Collateral that are secured on a pari passu or junior basis with Closing Date and Permitted Acquisitions; (B) performing its obligations and activities incidental thereto under the Secured Obligations, so long as such Liens secure Guarantees permitted under clause (a)(ii) above Loan Documents and the underlying Indebtedness subject Term Loan Documents; (C) maintaining the cash management system of the Credit Parties, (D) making Restricted Junior Payments, Investments and Permitted Acquisitions to such Guarantee is the extent permitted by this Agreement and (E) receiving Restricted Junior Payments to be secured on the same basis pursuant to Section 6.02 and extent permitted by this Agreement; (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (c) consolidate or amalgamate with, with or merge with or into, or convey, sell transfer or otherwise transfer lease all or substantially all of its assets to, any Person; provided that(v) sell or otherwise dispose of any Stock of any of its Subsidiaries, so long except to the extent expressly permitted hereunder; (vi) create or acquire any Subsidiary or make or own any Investment in any Person other than the Subsidiaries and Investments it owns on the Closing Date and Permitted Acquisitions; or (vii) fail to hold itself out to the public as no Default or Event of Default exists or would result therefrom a legal entity separate and subject to Sections 6.11(a) and distinct from all other Persons. (b)) Canadian HoldCo shall not (i) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever; (ii) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it; (iii) engage in any business or activity, own any assets, create or acquire any Subsidiary or make or own any Investment in any Person other than (A) holding one hundred percent (100%) of the Stock of the Canadian Operating Company and the U.K. Operating Company (and making additional Investments in Canadian Operating Company and U.K. Operating Company); and (B) receiving Restricted Junior Payments from Canadian Operating Company and U.K. Operating Company and capital contributions from Holdings may to the extent permitted by this Agreement and (C) making loans and advances to other Credit Parties; (iv) consolidate or amalgamate with, with or merge with or into, any other Person (other than the Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell transfer or otherwise transfer lease all or substantially all of its assets to any other Person organized or existing under the laws of the USto, any state thereof Person; (v) sell or the District otherwise dispose of Columbia (other than the Borrower and any Stock of any of its subsidiariesSubsidiaries; or (vi) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents fail to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory hold itself out to the Administrative Agent public as a legal entity separate and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateraldistinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not: not (a) incur any third party Indebtedness for borrowed money other than (i) the Guarantees of Indebtedness under the Loan Documents or other obligations any First Lien Facility and (ii) Guarantees of Indebtedness of the Borrower and/or any Restricted Subsidiary, which Indebtedness or other obligations are otherwise Borrowers and their respective Subsidiaries permitted or not prohibited hereunder; ; (b) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second First Lien Term Loans, in each case, Facility to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iviii) Liens of the type permitted under Section 6.02 (other than in respect of debt for borrowed money); or (c) engage in any business activity or own any material assets other than (i) holding the Capital Stock of the Borrowers and, indirectly, any other subsidiary of the Borrowers; (ii) performing its obligations under the Loan Documents, any First Lien Facility and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations related thereto in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting an IPO and/or any transaction in connection therewith; (viii) holding Cash, Cash Equivalents and other assets received in connection with Restricted Payments received from, or Investments made by the Borrowers and their respective Subsidiaries or contributions to the capital of, or proceeds from the issuance of, Capital Stock of Holdings, in each case, to the extent expressly permitted hereunder and only to the extent pending the application thereof; (ix) providing indemnification for its current or former officers, directors, members of management, managers, employees and advisors or consultants; (x) participating in tax, accounting and other administrative matters; (xi) performing its obligations under the Sponsor Management Agreement, the Acquisition Agreement and the other documents and agreements, Investments contemplated by the Transactions and transactions with respect to Holdings that are otherwise specifically permitted or expressly contemplated by Article 6; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); and (xiii) performing activities incidental to any of the foregoing; or (d) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (A) Holdings may merge or consolidate or amalgamate with, or merge with or into, into any other Person (other than the Borrower Borrowers and any of its subsidiariestheir respective Subsidiaries except as provided below) so long as (i) Holdings is shall be the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (x) Successor Holdings shall be an entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateral.

Permitted Activities of Holdings. Notwithstanding anything to the contrary contained herein, Holdings shall not: not (a) incur incur, directly or indirectly, any third party Indebtedness for borrowed money or any other obligation or liability whatsoever other than Guarantees of the Indebtedness or other and obligations permitted to be incurred by Holdings under Section 6.1 (including, without limitation, Indebtedness and obligations owing to Company, Indebtedness and obligations under the Related Agreements, Permitted Seller Notes and Earn-Out Obligations and Indebtedness and obligations set forth on Schedule 6.1 for which Holdings is obligor as of the Borrower and/or Effective Date), obligations to pay Transaction Costs, obligations for Taxes and administrative costs and expenses as contemplated on Sections 6.5(l) and 6.5(m), any Restricted Subsidiary, pre-Prior Merger liabilities of Holdings which Indebtedness or other obligations are otherwise permitted or not prohibited hereunder; remain liabilities of Holdings after the Closing Date as a matter of law and any pre-NPC Acquisition liabilities of NPC which remain liabilities of Holdings after the Effective Date as a matter of law; (b) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second Lien Term Loans, in each case, to which it is a partyparty or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Capital Stock of Company, (ii) any other Lien created in connection with performing its obligations and activities incidental thereto under the TransactionsCredit Documents, and to the extent not inconsistent therewith, the Related Agreements (iii) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long performing its obligations under Permitted Seller Notes and Earn-Out Obligations and for Taxes and administrative costs and expenses as such Liens secure Guarantees permitted under clause (a)(iicontemplated by Sections 6.5(l) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 6.5(m); and (iv) Liens of making Restricted Junior Payments and Investments to the type extent permitted under Section 6.02 by this Agreement; (other than in respect of debt for borrowed money); or (cd) consolidate or amalgamate with, with or merge with or into, or convey, sell transfer or otherwise transfer lease all or substantially all of its assets to, any Person; provided that, so long as no Default (e) sell or Event otherwise dispose of Default exists or would result therefrom and subject to Sections 6.11(a) and (b), (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and Capital Stock of any of its subsidiariesSubsidiaries except to the extent permitted by Section 6.9; (f) so long create or acquire any Subsidiary or make or own any Investment in any Person other than Company and other than as (i) Holdings is the continuing or surviving Person permitted under Section 6.7(g); or (iig) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (w) the successor Person (such successor Person, “Successor Holdings”) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents fail to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory hold itself out to the Administrative Agent, (x) Successor Holdings shall be an public as a legal entity organized or existing under the laws of the US, any state thereof or the District of Columbia, (y) the Administrative Agent shall have a security interest in the Collateral for the benefit of the Secured Parties pursuant to the Collateral Documents that is perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation separate and distinct from all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (w) of this clause (A)(ii) and (B) Holdings may otherwise convey, sell or otherwise transfer all or substantially all of its assets to any other Person organized or existing under the laws of the US, any state thereof or the District of Columbia (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the CollateralPersons.

Permitted Activities of Holdings. Holdings shall not: (a) incur directly or indirectly, create, incur, assume or otherwise become or remain liable with respect to any third party Indebtedness, except (i) the Indebtedness under the Loan Documents, any First Lien Facility or otherwise in connection with the Transactions, (ii) Guarantees of Indebtedness of the Borrower and its Subsidiaries permitted hereunder, (iii) Qualified Holding Company Debt, (iv) any Indebtedness (other than Indebtedness for borrowed money money) arising in connection with any Permitted Acquisition or other Investment permitted under this Agreement or any Disposition permitted by this Agreement, (v) any Indebtedness (other than Guarantees of Indebtedness or other obligations for borrowed money) arising in connection with the repurchase of the Borrower and/or Capital Stock of any Parent Company or in connection with any other Restricted Subsidiary, which Payment and (vi) any Indebtedness (other than Indebtedness for borrowed money) of the type permitted by Section 6.01(e) or other obligations are otherwise permitted or not prohibited hereunder(z); (b) create or suffer to exist any Lien on upon any asset property or assets now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents and, subject to the Closing Date Intercreditor Agreement, the collateral documents relating to any Second First Lien Term LoansFacility, in each case, to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a senior, pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 6.02, provided that any such Liens shall be subject to the Intercreditor Agreement (in the case of a Guarantee in respect of any First Lien Facility) or a customary intercreditor agreement on terms reasonably satisfactory to the Administrative Agent and the Borrower, and (iv) Liens of the type permitted under Section 6.02 (other than in respect of debt Indebtedness); (c) engage in any business activity or own any material assets other than (i) holding the Capital Stock of the Borrower and, indirectly, any subsidiary of the Borrower; (ii) performing its obligations under the Loan Documents, any First Lien Facility and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder; (iii) issuing its own Capital Stock (including, for borrowed moneythe avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations related thereto in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting a Qualifying IPO and/or any transaction in connection therewith; (viii) holding Cash, Cash Equivalents and other assets received in connection with Restricted Payments received from, or Investments made by the Borrower and its subsidiaries or contributions to the capital of, or proceeds from the issuance of, Capital Stock of Holdings, in each case, pending the application thereof; (ix) the making of Investments in the Borrower and its Subsidiaries in connection with intercompany cash management arrangements, including receiving, holding and applying Cash and Cash Equivalents in connection therewith; (x) providing indemnification for its current or former officers, directors, members of management, managers, employees and advisors or consultants; (xi) participating in tax, accounting and other administrative matters; (xii) performing its obligations under the Sponsor Management Agreement, the Acquisition Agreement and the other documents and agreements, Investments contemplated by the Transactions and transactions that are otherwise specifically permitted or expressly contemplated by Article VI hereof and/or the First Lien Credit Agreement (or equivalent provisions of any First Lien Facility); (xiii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); and (xiv) performing activities incidental to any of the foregoing; or (cd) consolidate or amalgamate with, or merge with or into, any Person or convey, sell sell, transfer or otherwise transfer dispose of all or substantially all of its assets to, any to another Person; provided that, so long as no Default or Event of Default exists or would result therefrom and subject to Sections 6.11(a) and (b)therefrom, (Ax) Holdings may merge or consolidate or amalgamate with, or merge with or into, into any other Person (other than the Borrower and any of its subsidiariessubsidiaries except as provided below) so long as (i) Holdings is shall be the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, merger or consolidation or amalgamation or merger is not Holdings Holdings, (wA) the successor Person (such successor Person, “Successor Holdings”) shall expressly assumes assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto written document or documents in a form reasonably satisfactory to the Administrative Agent, (xB) Successor Holdings such successor shall be an entity organized or existing under the laws of the USU.S., any state thereof or the District of Columbia and (C) the Borrower shall deliver a certificate of a Responsible Officer with respect to the satisfaction of the conditions under the immediately preceding clauses (A) and (B); provided, further, that if the conditions set forth in the preceding proviso are satisfied, the successor to Holdings will succeed to, and be substituted for, Holdings under this Agreement and the other Loan Documents, and (y) Holdings may convey, sell or otherwise transfer all or substantially all of its assets to any other Person so long as (V) no Change of Control shall result therefrom, (W) the Person acquiring such assets shall expressly assume all of the obligations of Holdings under this Agreement (and the other Loan Documents to which Holdings is a party) pursuant to an agreement in form reasonably satisfactory to the Administrative Agent, (X) the Person acquiring such assets shall be an entity organized under the laws of the U.S., any state thereof or the District of Columbia, (yY) the Administrative Agent shall have a security interest in the Collateral for the benefit Capital Stock of the Secured Parties pursuant to the Collateral Documents that is Borrower shall be perfected to at least the same extent as in effect immediately prior to such merger, consolidation or amalgamation and all actions reasonably requested by the Administrative Agent to maintain such perfected status have been or will promptly be taken (subject to the terms of the applicable Loan Documents), transfer and (zZ) the Borrower delivers shall deliver a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause clauses (wV) through (Y) of this clause (A)(iiy); it being understood and agreed that if the conditions set forth in the preceding proviso are satisfied, the successor to Holdings (or any Person comprising Holdings) will succeed to, and be substituted for, Holdings (Bor the relevant Person comprising Holdings) under this Agreement. Notwithstanding anything to the contrary in this Agreement, Holdings may otherwise conveyconsolidate or amalgamate or merge with and into the Borrower so long as (A) after giving effect to such consolidation, sell amalgamation or otherwise transfer all or substantially all merger, the direct Parent Company of its assets to any other Person the Borrower is organized or existing under the laws of the USU.S., any state thereof or thereof, the District of Columbia or any territory thereof (other than such direct Parent Company, the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom“Successor Parent Company”), (yB) the Person acquiring such assets Successor Parent Company expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party party, as well as any Qualified Holding Company Debt then outstanding, pursuant to a supplement hereto and/or thereto an agreement in form reasonably satisfactory to the Administrative Agent, (C) the Successor Parent Company has no Indebtedness or other liabilities and engages in no business activities and owns no material assets other than as permitted under this Section 6.14, (D) no Default or Event of Default then exists or would result therefrom, (E) the security interests in the Capital Stock of the Borrower shall be perfected in a form manner reasonably satisfactory to the Administrative Agent and (zF) the Borrower delivers Successor Parent Company shall deliver a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (y) set forth in this clause (B); provided, further, that (1) if the conditions set forth in the immediately preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and clauses (2A) it is understood and agreed that Holdings may convert into another form of entity organized or existing under the laws of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of the Guarantees under the Loan Guaranty or the Collateralthrough (E).