Common use of Permitted Activities of Holdings Clause in Contracts

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than Indebtedness and obligations under this Agreement and the other Loan Documents (other than such Indebtedness represented by Holdings’ guarantee of obligations under any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the foregoing and operating leases of its Subsidiaries), (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than Liens permitted by Section 7.01 (but only to the extent securing obligations or liabilities which Holdings is not prohibited from incurring or owing under the terms of this Agreement and the other 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, (ii) 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 performance of its obligations with respect to the Loan Documents and any other Indebtedness permitted to be incurred by Holdings under this Agreement or the other Loan Documents, (v) to the 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 (ix) any activities incidental to the foregoing). Holdings shall not incur any Liens on Equity Interests of the Lead Borrower other than those permitted by Sections 7.01(a) and (ee).

Permitted Activities of Holdings. (a) Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than Indebtedness and obligations under this Agreement and the other Loan Documents (other than such Indebtedness represented by Holdings’ guarantee of obligations under any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the foregoing and operating leases of its Subsidiaries), (bi) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it it, other than Liens permitted by Section 7.01 Permitted Liens; provided that any Lien securing a Guarantee (but only A) shall be on terms no less favorable, taken as a whole, to the extent Secured Parties than those contained in the documentation governing the Liens securing obligations or liabilities which Holdings 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 not prohibited from incurring or owing under subject to an Applicable Intercreditor Agreement, shall be subject to the terms of this Agreement and Applicable Intercreditor Agreement, as the other Loan Documents), case may be or (cii) engage in any business or activity or own any material assets (other than (iA) those incidental to its ownership holding 100.0% of the Equity Interests of the Borrowers and any Captive Insurance Subsidiary, (ii) 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 performance of its obligations with respect to the Loan Documents and any other Indebtedness permitted to be incurred by Holdings under this Agreement or the other Loan Documents, (v) to the 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 Capital Stock of the Borrower, (B) performing its obligations under the Loan Documents, the Term Loan Agreement (including the granting of Liens) and guaranteeing the its Guarantees permitted hereunder or its obligations under any Guarantee of the BorrowersIndebtedness or other obligation otherwise permitted hereunder, (viC) issuing its own Capital Stock, (D) filing tax reports and paying taxes in the ordinary course (and contesting any taxes); (E) preparing reports to Governmental 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, pending the application thereof in a manner not prohibited by this Agreement; (H) providing indemnification for its officers, directors and members of management; (I) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, matters; (viiJ) holding any cash incidental to any activities permitted under this Section 7.13, (viii) providing indemnification to officers, managers and directors [reserved]; and (ixK) any activities incidental to or related to, or extensions of, the foregoing). Holdings shall not incur any Liens on Equity Interests of foregoing or otherwise approved by the Lead Borrower other than those permitted by Sections 7.01(a) and (ee).Required Lenders; and

Permitted Activities of Holdings. (a) Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than Indebtedness and obligations under this Agreement and the other Loan Documents (other than such Indebtedness represented by Holdings’ guarantee of obligations under any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the foregoing and operating leases of its Subsidiaries), (bi) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it it, other than Liens permitted by Section 7.01 Permitted Liens; provided that any Lien securing a Guarantee (but only A) shall be on terms no less favorable, taken as a whole, to the extent Secured Parties than those contained in the documentation governing the Liens securing obligations or liabilities which Holdings 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 not prohibited from incurring or owing under subject to an Applicable Intercreditor Agreement, shall be subject to the terms of this Agreement and Applicable Intercreditor Agreement, as the other Loan Documents), case may be or (cii) engage in any business or activity or own any material assets (other than (iA) those incidental to its ownership holding 100.0% of the Equity Interests of the Borrowers and any Captive Insurance Subsidiary, (ii) 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 performance of its obligations with respect to the Loan Documents and any other Indebtedness permitted to be incurred by Holdings under this Agreement or the other Loan Documents, (v) to the 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 Capital Stock of the Borrower, (B) performing its obligations under the Loan Documents, the ABL Credit Agreement (including the granting of Liens) and guaranteeing the its Guarantees permitted hereunder or its obligations under any Guarantee of the BorrowersIndebtedness or other obligation otherwise permitted hereunder, (viC) issuing its own Capital Stock, (D) filing tax reports and paying taxes in the ordinary course (and contesting any taxes); (E) preparing reports to Governmental 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, pending the application thereof in a manner not prohibited by this Agreement; (H) providing indemnification for its officers, directors and members of management; (I) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, matters; (viiJ) holding any cash incidental to any activities permitted under this Section 7.13, (viii) providing indemnification to officers, managers and directors [reserved]; and (ixK) any activities incidental to or related to, or extensions of, the foregoing). Holdings shall not incur any Liens on Equity Interests of foregoing or otherwise approved by the Lead Borrower other than those permitted by Sections 7.01(a) and (ee).Required Lenders; and

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than Indebtedness and obligations under this Agreement and the other Loan Documents (other than such Indebtedness represented by Holdings’ guarantee of obligations under any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the foregoing and operating leases of its Subsidiaries), (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than Liens permitted by Section 7.01 (but only to the extent securing obligations or liabilities which Holdings is not prohibited from incurring or owing under the terms of this Agreement and the other Loan Documents), or (c) engage in any material operating or business or activity or own activities; provided that the following and any assets (other than activities incidental thereto shall be permitted in any event: (i) those incidental to its ownership of the Equity Interests of the Borrowers Parent Borrower and any Captive Insurance Subsidiaryactivities incidental thereto, including payment of dividends and other amounts in respect of their respective Equity Interests, (ii) holding the Subordinated Contribution Note, (iii) maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iviii) the performance of its obligations with respect to the Loan Documents and any other Indebtedness permitted under Section 6.01 to be incurred by Holdings under this Agreement the Parent Borrower and the Restricted Subsidiaries, (iv) any issuance or sale of its Equity Interests (including, for the avoidance of doubt, in connection with any stock option or other Loan Documentsemployee benefit plans), (v) to the extent not otherwise prohibited by the terms of this Agreement or the other Loan Documentsfinancing activities, financing activities relating to including the issuance of its securities, the declaration and incurrence of Indebtedness, payment of dividends, the making of contributions to the capital of the Borrower, Parent Borrower and guaranteeing the obligations of the Borrowers, Parent Borrower or any Restricted Subsidiary; (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowermatters, (vii) holding any cash incidental to or property (but not operating any activities permitted under this Section 7.13property), (viii) providing indemnification to officersofficers and directors, managers and directors (ix) the making of Restricted Payments to any Parent Company with any amounts received from the Parent Borrower or the Restricted Subsidiaries not in violation of this Agreement, (x) effecting the initial public offering of its Equity Interests and/or any transaction in connection therewith, and (ixxi) any activities incidental to the foregoing). Holdings shall not incur own any Liens on Equity Interests other than those of the Parent Borrower and all such Equity Interests shall be pledged by Holdings as Collateral. In addition, Holdings may consolidate or amalgamate with, or merge with or into, (or, in the case of clause (B) below, convey, lease, transfer, sell or otherwise dispose of all or substantially all of its assets to) any other Person (other than the Parent Borrower and any of the Subsidiaries) if at the time thereof and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing, and so long as (A) Holdings is the continuing or surviving Person or (B) if the Person formed by or surviving any such consolidation, amalgamation or merger (or the Person to whom Holdings conveyed, leased, transferred, sold or otherwise disposed of all or substantially all of its assets to) is not Holdings (x) the successor Person (such successor Person, which shall not be an operating company, and shall not hold any Equity Interest directly or indirectly in any operating company, “Successor Holdings”) (i) shall deliver to the Administrative Agent all information as may be reasonably requested by the Administrative Agent to satisfy any applicable “know your customer” requirements, (ii) shall be an entity organized or existing under the law of any state of the U.S. or the District of Columbia and (iii) 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, (y) the Parent Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (x) of this clause (B) and (z) 100% of the Equity Interests of the Lead Parent Borrower other than those permitted remains pledged as security for the Obligations by Sections 7.01(aSuccessor Holdings; provided that (1) if the conditions set forth in this sentence are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (ee)2) it is understood and agreed that Holdings may convert into another form of entity so long as such conversion does not adversely affect the value of its Guaranty or the Collateral and subject to compliance with any applicable requirements in any Security Documents.

Permitted Activities of Holdings. Holdings shall not (a) incurconduct, directly transact or indirectly, any Indebtedness or any other obligation or liability whatsoever other than Indebtedness and obligations under this Agreement and the other Loan Documents (other than such Indebtedness represented by Holdings’ guarantee of obligations under any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the foregoing and operating leases of its Subsidiaries), (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than Liens permitted by Section 7.01 (but only to the extent securing obligations or liabilities which Holdings is not prohibited from incurring or owing under the terms of this Agreement and the other Loan Documents), or (c) otherwise engage in any business or activity or own any assets (operations other than (i) those incidental to its the ownership of the Equity Interests Capital Stock of the Borrowers and any Captive Insurance SubsidiaryBorrower, (ii) holding the Subordinated Contribution Note, (iii) maintenance of its legal existence (existence, including the ability to incur fees, costs and expenses relating to such maintenance), (iv) the performance of its obligations with respect to the Loan Documents and any other Indebtedness permitted to be incurred by Holdings under this Agreement or the other Loan Documents, (v) to the 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, (viiii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and Borrower, (iv) the Borrowerperformance of the Credit Documents, (v) any public offering of its common stock or any other issuance of its Capital Stock not prohibited by Article 10, including the costs, fees and expenses related thereto, (vi) any transaction that Holdings is permitted to enter into or consummate under this Article 10, including making any Dividend permitted by Section 10.6 or holding any cash received in connection with Dividends made by the Borrower in accordance with Section 10.6 pending application thereof by Holdings in the manner contemplated by Section 10.6, (vii) holding any cash incidental incurring fees, costs and expenses relating to any activities permitted under this Section 7.13overhead and general operating including, without limitation, professional fees for legal, tax and accounting issues, (viii) providing indemnification to officers, managers officers and directors and as otherwise permitted in Section 9 and 10 and (ix) any activities incidental to the foregoing)businesses or activities described in clauses (i) to (viii) of this Section 10.13. Holdings shall will not own or acquire any assets (other than shares of Capital Stock of the Borrower, cash and Permitted Investments) or incur any Liens on Equity Interests liabilities (other than liabilities under the Credit Documents, liabilities under its guarantee of the Lead Borrower Senior Unsecured Subordinated Notes (or Refinanced Senior Unsecured Subordinated Notes or Permitted Additional Notes) and liabilities imposed by law, including tax liabilities, and other than those liabilities incidental to its existence and business and activities permitted by Sections 7.01(a) and (eethis Agreement).

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever whatsoever, other than (i) Indebtedness and obligations under this Agreement and the other Loan Documents and (other than such ii) Indebtedness represented by Holdings’ guarantee of obligations under any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the foregoing and operating leases of its Subsidiaries), (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than Liens permitted by Section 7.01 (but only to the extent securing obligations or liabilities which Holdings is not prohibited from incurring or owing under the terms of this Agreement and the other 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, (ii) 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 performance of its obligations with respect to the Loan Documents and any other Indebtedness permitted to be incurred by Holdings under this Agreement or the other Loan Documents, (v) to the 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 (ix) any activities incidental to the foregoing). Holdings shall not incur any Liens on Equity Interests of the Lead Borrower other than those permitted by Sections 7.01(a) and (ee).

Permitted Activities of Holdings. Holdings shall will not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than Indebtedness and obligations under this Agreement and the other Loan Documents (other than such Indebtedness represented by Holdings’ guarantee of obligations under any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the foregoing and operating leases of its Subsidiaries), (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than Liens permitted by Section 7.01 (but only to the extent securing obligations or liabilities which Holdings is not prohibited from incurring or owing under the terms of this Agreement and the other Loan Documents), or (c) engage in any material operating or business or activity or own activities; provided that the following activities shall be permitted in any assets (other than event: (i) those incidental to its ownership of the Equity Interests of the Borrowers Borrower, including receipt and any Captive Insurance Subsidiarypayment 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) holding the Subordinated Contribution Note, (iii) maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iviii) the performance of its obligations with respect to the Loan 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, in any event, be permitted to incur any secured Indebtedness (other than any guarantee obligations in respect of secured Indebtedness of the Borrower and its Restricted Subsidiaries permitted to be incurred by Holdings under this Agreement or the other Loan Documentspursuant to Section 10.1), (vvi) to the 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 receipt and payment of dividends, the making (or payment) of dividends and distributions, making contributions to the capital of the Borrower, Borrower and its Restricted Subsidiaries and guaranteeing the obligations of the BorrowersBorrower and its other Restricted Subsidiaries, (vivii) the IPO Reorganization Transactions, (viii) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowerprovision of administrative and advisory services (including treasury and insurance services) to the Borrower and its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (viiix) holding any cash incidental to or property (but not operating any activities permitted under this Section 7.13property) (excluding any Equity Interest of any Person other than the Borrower), (viii) providing indemnification to officersofficers and directors, managers (x) repurchases of Indebtedness through open market purchases and directors Dutch auctions, (xi) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xii) the making of Investments consisting of Cash Equivalents, (xiii) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (ixxiv) any activities incidental or reasonably related to the foregoing). Holdings shall not incur any Liens on Equity Interests of the Lead Borrower other than those permitted by Sections 7.01(a) and (ee).

Permitted Activities of Holdings. Holdings shall will not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than Indebtedness and obligations under this Agreement and the other Loan Documents (other than such Indebtedness represented by Holdings’ guarantee of obligations under any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the foregoing and operating leases of its Subsidiaries), (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than Liens permitted by Section 7.01 (but only to the extent securing obligations or liabilities which Holdings is not prohibited from incurring or owing under the terms of this Agreement and the other Loan Documents), or (c) engage in any material operating or business or activity or own activities; provided that the following activities shall be permitted in any assets (other than event: (i) those incidental to its ownership of the Equity Interests of the Borrowers Borrower, including receipt and any Captive Insurance Subsidiarypayment 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) holding the Subordinated Contribution Note, (iii) maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iviii) the performance of its obligations with respect to the Loan 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, in any event, be permitted to incur any secured Indebtedness (other than any guarantee obligations in respect of secured Indebtedness of the Borrower and its Restricted Subsidiaries permitted to be incurred by Holdings under this Agreement or the other Loan Documentspursuant to Section 10.1), (vvi) to the 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 receipt and payment of dividends, the making (or payment) of dividends and distributions, making contributions to the capital of the Borrower, Borrower and its Restricted Subsidiaries and guaranteeing the obligations of the BorrowersBorrower and its other Restricted Subsidiaries, (vivii) the IPO Reorganization Transactions, (viii) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowerprovision of administrative and advisory services (including treasury and insurance services) to the Borrower and its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (viiix) holding any cash incidental to or property (but not operating any activities permitted under this Section 7.13property) (excluding any Equity Interest of any Person other than the Borrower), (viii) providing indemnification to officersofficers and directors, managers (x) repurchases of Indebtedness through open market purchases and directors Dutch auctions, (xi) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/ 157 or Investments incidental to such Permitted Acquisitions or similar Investments, (xii) the making of Investments consisting of Cash Equivalents, (xiii) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (ixxiv) any activities incidental or reasonably related to the foregoing). Holdings shall not incur any Liens on Equity Interests of the Lead Borrower other than those permitted by Sections 7.01(a) and (ee).

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement the Related Agreements, the Tender Offer Documents and the other Loan Credit Documents and obligations and liabilities incidental to its activities; (b) issue any preferred Capital Stock other than such Indebtedness represented by Holdings’ guarantee of obligations under preferred Capital Stock that (i) does not provide for any Additional Permitted Debt Documents, cash dividend payments or other cash distributions in respect thereof on or prior to the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing maturity of the foregoing Senior Subordinated Notes and operating leases (ii) by its terms or upon the happening of its Subsidiaries)any event, does not (bA) mature or become redeemable (whether mandatory or optional) pursuant to a sinking fund or otherwise 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 substantially similar to the preferred Capital Stock being issued; (c) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens permitted by Section 7.01 (but only to the extent securing obligations or liabilities which Holdings is not prohibited from incurring or owing created under the terms of this Agreement and the other Loan Documents), or Collateral Documents to which it is a party; (cd) engage in any business or activity or own any assets (other than (i) those incidental to its ownership holding 100% of the Equity Interests Capital Stock of the Borrowers and any Captive Insurance SubsidiaryCompany, (ii) 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 performance of performing its obligations with respect to and activities incidental thereto under the Loan Documents and any other Indebtedness permitted to be incurred by Holdings under this Agreement or the other Loan Credit Documents, (v) and to the extent not inconsistent therewith, the Related Agreements and the Tender Offer Documents and (iii) making Restricted Junior Payments and Investments in Company; (e) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (f) sell or otherwise prohibited by dispose of any Capital Stock of Company (including the terms of this Agreement Permitted Option); (g) create or the acquire any Subsidiary or make or own any Investment in any Person other Loan Documents, financing activities relating than Company; or (h) fail to hold itself out to the issuance of its securitiespublic as a legal entity separate and distinct from all other Persons; provided, that notwithstanding the foregoing, Holdings may (A) enter into the Holdings Notes Indenture and any documents and agreements in connection therewith, (B) issue the Holdings Notes, the declaration and payment gross proceeds of dividendswhich will be up to $100.0 million, the making of contributions (C) form a new Subsidiary to the capital act as co-issuer of the Borrower, and guaranteeing the obligations of the BorrowersHoldings Notes, (viD) participating engage 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 (ix) any activities incidental to the foregoing). Holdings shall not incur any Liens on Equity Interests issuance of the Lead Borrower other than those permitted by Sections 7.01(a) Holdings Notes and (ee)E) utilize a distribution of a portion of the proceeds of the New Term Loans to effect the Tender Offer and the Repurchase.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than Indebtedness and obligations under this Agreement and the other Loan Documents (other than such Indebtedness represented by With respect to Holdings’ guarantee of obligations under any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the foregoing and operating leases of its Subsidiaries), (bi) create or suffer amend the Holdings LLC Agreement in a way materially adverse to exist any Lien upon any property or assets now owned or hereafter acquired by it other than Liens permitted by Section 7.01 (but only to the extent securing obligations or liabilities which Holdings is not prohibited from incurring or owing under the terms of this Agreement and the other Loan Documents), Lenders or (cii) engage in any material operating or business or activity or own activities; provided that the following and any assets (other than activities incidental thereto shall be permitted in any event: (i) those incidental to its ownership of the Equity Interests of the Borrowers Borrower and any Captive Insurance Subsidiarythe Permitted Holdings Subsidiaries and activities incidental thereto, including payment of dividends and other amounts in respect of their respective Equity Interests, (ii) holding the Subordinated Contribution Note, (iii) maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iviii) the performance of its obligations with respect to the Loan Documents and any other Indebtedness permitted under Section 7.03 to be incurred by Holdings under this Agreement the Borrower and the Restricted Subsidiaries, (iv) any issuance or the other Loan Documentssale of its Equity Interests, (v) to the extent not otherwise prohibited by the terms of this Agreement or the other Loan Documentsfinancing activities, financing activities relating to including the issuance of its securities, the declaration and incurrence of Indebtedness, payment of dividends, the making of contributions to the capital of the Borrower, Borrower and guaranteeing the obligations of the Borrowers, Borrower or any Restricted Subsidiary; (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowermatters, (vii) holding any cash incidental to or property (but not operating any activities permitted under this Section 7.13property), (viii) providing indemnification to officers, managers officers and directors of any Restricted Company, (ix) the making of Restricted Payments to Parent with any amounts 82 received from the Borrower or the Restricted Subsidiaries not in violation of this Agreement and (ixx) any activities incidental to the foregoing). Holdings shall not own any Equity Interests other than those of the Borrower and the Permitted Holdings Subsidiaries and all such Equity Interests shall be pledged by Holdings as Collateral. Neither of the Permitted Holdings Subsidiaries shall (i) engage in any material active trade or business, hold any Equity Interests in any other Person or (iii) incur any Liens on Indebtedness. In addition, Holdings may consolidate or amalgamate with, or merge with or into, (or, in the case of clause (B), convey, lease, transfer, sell or otherwise dispose of all or substantially all of its assets to) any other Person (other than the Borrower and any of the Subsidiaries) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, and so long as (A) Holdings is the continuing or surviving Person or (B) if the Person formed by or surviving any such consolidation, amalgamation or merger (or the Person to whom Holdings conveyed, leased, transferred, sold or otherwise disposed of all or substantially all of its assets to) is not Holdings (x) the successor Person (such successor Person, which shall not be an operating company, and shall not hold any Equity Interest directly or indirectly in any operating company, “Successor Holdings”) (i) shall deliver to the Administrative Agent all information as may be reasonably requested by the Administrative Agent to satisfy any applicable “know your customer” requirements, (ii) shall be an entity organized or existing under the law of any state of the United States or the District of Columbia and (iii) 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, (y) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (x) of this clause (B) and (z) 100% of the Equity Interests of the Lead Borrower other than those permitted remains pledged as security for the Secured Obligations by Sections 7.01(aSuccessor Holdings; provided that (1) if the conditions set forth in this sentence are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (ee)2) it is understood and agreed that Holdings may convert into another form of entity so long as such conversion does not adversely affect the value of its Guaranty or the Collateral and subject to compliance with any applicable requirements in any Collateral Documents. Section 7.13.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than Indebtedness and obligations under this Agreement and the other Loan Documents (other than such Indebtedness represented by With respect to Holdings’ guarantee of obligations under any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the foregoing and operating leases of its Subsidiaries), (bi) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than Liens permitted by Section 7.01 (but only prior to the extent securing obligations or liabilities which consummation of a Permitted Spin-Off Transaction, amend the Holdings is not prohibited from incurring or owing under the terms of this LLC Agreement and the other Loan Documents), in a way materially adverse to Lenders or (cii) engage in any material operating or business or activity or own activities; provided that the following and any assets (other than activities incidental thereto shall be permitted in any event: (i) those incidental to its ownership of the Equity Interests of the Borrowers Borrower and any Captive Insurance Subsidiarythe Permitted Holdings Subsidiaries and activities incidental thereto, including payment of dividends and other amounts in respect of their respective Equity Interests, (ii) holding the Subordinated Contribution Note, (iii) maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iviii) the performance of its obligations with respect to the Loan Documents and any other Indebtedness permitted under Section 7.03 to be incurred by Holdings under this Agreement the Borrower and the Restricted Subsidiaries, (iv) any issuance or the other Loan Documentssale of its Equity Interests, (v) to the extent not otherwise prohibited by the terms of this Agreement or the other Loan Documentsfinancing activities, financing activities relating to including the issuance of its securities, the declaration and incurrence of Indebtedness, payment of dividends, the making of contributions to the capital of the Borrower, Borrower and guaranteeing the obligations of the Borrowers, Borrower or any Restricted Subsidiary; (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowermatters, (vii) holding any cash incidental to or property (but not operating any activities permitted under this Section 7.13property), (viii) providing indemnification to officers, managers officers and directors of any Restricted Company, (ix) the making of Restricted Payments to Parent (or any other direct or indirect parent company of the Borrower) with any amounts received from the Borrower or the Restricted Subsidiaries not in violation of this Agreement and (ixx) any activities incidental to the foregoing). Holdings shall not own any Equity Interests other than those of the Borrower and the Permitted Holdings Subsidiaries and all such Equity Interests shall be pledged by Holdings as Collateral. Neither of the Permitted Holdings Subsidiaries shall (i) engage in any material active trade or business, (ii) hold any Equity Interests in any other Person or (iii) incur any Liens on Indebtedness. In addition, Holdings may consolidate or amalgamate with, or merge with or into, (or, in the case of clause (B), convey, lease, transfer, sell or otherwise dispose of all or substantially all of its assets to) any other Person (other than the Borrower and any of the Subsidiaries) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, and so long as (A) Holdings is the continuing or surviving Person or (B) if the Person formed by or surviving any such consolidation, amalgamation or merger (or the Person to whom Holdings conveyed, leased, transferred, sold or otherwise disposed of all or substantially all of its assets to) is not Holdings (x) the successor Person (such successor Person, which shall not be an operating company, and shall not hold any Equity Interest directly or indirectly in any operating company, “Successor Holdings”) (i) shall deliver to the Administrative Agent all information as may be reasonably requested by the Administrative Agent to satisfy any applicable “know your customer” requirements, (ii) shall be an entity organized or existing under the law of any state of the United States or the District of Columbia and (iii) 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, (y) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (x) of this clause (B) and (z) 100% of the Equity Interests of the Lead Borrower other than those permitted remains pledged as security for the Secured Obligations by Sections 7.01(aSuccessor Holdings; provided that (1) if the conditions set forth in this sentence are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (ee)2) it is understood and agreed that Holdings may convert into another form of entity so long as such conversion does not adversely affect the value of its Guaranty or the Collateral and subject to compliance with any applicable requirements in any Collateral Documents.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement and Agreement, the other Loan Credit Documents or Indebtedness permitted under Section 6.1(o) and, in each case, the credit documents related thereto (other than such Indebtedness represented nonconsensual obligations imposed by Holdings’ guarantee operation of obligations under any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the foregoing and operating leases of its Subsidiarieslaw), ; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired acquired, leased or licensed by it other than the Liens permitted by Section 7.01 (but only to the extent securing obligations or liabilities which Holdings is not prohibited from incurring or owing created under the terms of this Agreement and the other Loan Documents), Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets (other than (i) those incidental to its ownership holding 100% of the Equity Interests of the Borrowers and any Captive Insurance SubsidiaryBorrower, (ii) holding performing its obligations and activities incidental thereto under the Subordinated Contribution NoteCredit 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) maintenance performing its obligations and activities incidental to the consummation of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance)transactions contemplated by the applicable Restructuring Documentation, (iv) the performance of its obligations with respect making Restricted Junior Payments and Investments to the Loan Documents and any other Indebtedness extent permitted to be incurred by Holdings under this Agreement or the other Loan DocumentsAgreement, (v) incurring and holding any Indebtedness permitted pursuant to the extent not otherwise prohibited by the terms of this Agreement Section 6.1(c), (h), (l), (o) 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(q), (vi) participating in tax, accounting and other administrative matters activities as a member part of the consolidated group of Holdings and the Borrower, (vii) holding any cash incidental issuing and selling Equity Interests, and repurchasing such interests, to any activities permitted under the extent neither the issuance thereof nor the investment therein is otherwise prohibited by the terms of this Section 7.13Agreement, and receiving equity contributions in respect thereof (and subsequently contributing such equity contributions to Borrower), and (viii) providing indemnification engaging in the Parent Holding Company Formation Transaction, if it elects to officersdo so, managers and directors and the Holdings Merger; (ixd) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any activities incidental Person other than pursuant to the foregoing). Parent Holding Company Formation Transaction and the Holdings shall not incur Merger; (e) sell or otherwise dispose of any Liens on Equity Interests of any of its Subsidiaries (except for any sale of Equity Interests of any of its Subsidiaries in compliance with the Lead Borrower provisions of Section 6.8); (f) create or acquire any direct Subsidiary or make or own any Investment in any Person other than those permitted by Sections 7.01(aBorrower; or (g) fail to hold itself out to the public as a legal entity separate and (ee)distinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than Indebtedness and obligations under this Agreement and the other Loan Documents (other than such Indebtedness represented by Holdings’ guarantee of obligations under any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the foregoing and operating leases of its Subsidiaries), (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than Liens permitted by Section 7.01 (but only to the extent securing obligations or liabilities which Holdings is not prohibited from incurring or owing under the terms of this Agreement and the other 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 Capital Stock of, and the management of, the Issuer and, indirectly, its Subsidiaries and activities incidental thereto; provided that Holdings may engage in those activities that are incidental to (i) the maintenance of the Borrowers and any Captive Insurance Subsidiaryits existence in compliance with applicable law, (ii) holding legal, tax and accounting matters in connection with any of the Subordinated Contribution Noteforegoing or following activities, (iii) maintenance of its legal existence (including the ability to incur feesentering into, costs and expenses relating to such maintenance), (iv) the performance of performing its obligations with respect to under, this Indenture, the Loan Documents and Intercreditor Agreements, any other intercreditor agreement or security document related to Secured Indebtedness permitted to be incurred by Holdings under this Indenture, the ABL Documents, the Security Documents, the Acquisition Agreement, the Advisory Agreement or and the other Loan Documentsdefinitive documentation entered into in connection with any of the foregoing, (iv) the issuance, sale or repurchase of its Equity Interests and the receipt of capital contributions, (v) the making of dividends or distributions on its Equity Interests, (vi) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (vii) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (viii) the retention of (and the entry into, and exercise of rights and performance of obligations in respect of, contracts and agreements with) transfer agents, private placement agents, underwriters, counsel, accountants and other advisors and consultants, (ix) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any applicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Subsidiaries, (x) the incurrence and payment of its operating and business expenses and any Taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), (xi) the consummation of the Transactions, (xii) the making of loans to or other Investments in, or incurrence of Indebtedness from, the Issuer or in the case of incurrence of Indebtedness, from any Wholly-Owned Domestic Subsidiary which is a Subsidiary Guarantor) as and to the extent not otherwise prohibited by the terms this Indenture and (xiii) any other activity expressly contemplated by this Indenture to be engaged in by Holdings, including, without limitation, repurchases 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 Indebtedness of the BorrowerIssuer and entry into and performance of Guarantees of Indebtedness as permitted under the ABL Credit Agreement, and guaranteeing the obligations and, subject to any applicable limitations set forth herein, other permitted Indebtedness of the Borrowers, (vi) participating in tax, accounting Issuer 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 (ix) any activities incidental to the foregoing). Holdings shall not incur any Liens on Equity Interests of the Lead Borrower other than those permitted by Sections 7.01(a) and (ee)its Restricted Subsidiaries.

Permitted Activities of Holdings. Holdings shall not (a) incurcreate, directly incur or indirectlyassume, or otherwise become liable with respect to, any Indebtedness or any other obligation or liability whatsoever for borrowed money other than (i) the Indebtedness and obligations under this Agreement and the other Loan Documents (other than such Indebtedness represented by Holdings’ guarantee of obligations under any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing Revolving Credit Facility or other Indebtedness permitted under Section 5.09 and (ii) guarantees of Indebtedness or other obligations of the foregoing Borrower and operating leases of its Subsidiaries), Subsidiaries permitted hereunder; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than (i) the Liens permitted by Section 7.01 created under the Loan Documents, (but only ii) Liens securing the Revolving Credit Facility; provided that the holder of such Indebtedness (or its agent) has entered into an intercreditor agreement with the Lender reasonably acceptable to the extent securing obligations or liabilities which Holdings is not prohibited from incurring or owing Lender and (iii) Liens of the type permitted under the terms of this Agreement and the other Loan Documents), Section 5.10; or (c) engage in any business or activity or own any material assets (other than (i) those incidental to its ownership holding the Capital Stock of the Equity Interests of the Borrowers and Borrower and, indirectly, any Captive Insurance Subsidiary, ; (ii) holding performing its obligations under the Subordinated Contribution NoteLoan Documents, any Revolving Credit Facility and other Indebtedness, Liens (including the granting of Liens) and Guaranty permitted hereunder; (iii) maintenance issuing its own Capital Stock and the making of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), any Restricted Payment in respect thereof; (iv) filing Tax reports and paying Taxes and other customary obligations related thereto in the performance of its obligations with respect to the Loan Documents ordinary course (and contesting any other Indebtedness permitted to be incurred by Holdings under this Agreement or the other Loan Documents, 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 Investments made by, the extent not otherwise prohibited by the terms of this Agreement Borrower or the other Loan Documents, financing activities relating to the issuance any of its securities, the declaration and payment of dividends, the making of Subsidiaries or contributions to the capital of, or proceeds from the issuance of, Capital Stock of any Parent Company, in each case, pending the Borrowerapplication thereof and to the extent permitted hereunder; (viii) providing indemnification for its current or former officers, directors, members of management, managers, members, employees and guaranteeing the obligations of the Borrowers, advisors or consultants; (viix) participating in tax, accounting and other administrative matters as a member of matters; (x) performing its obligations under the consolidated group of Holdings Acquisition Agreement and the Borrowerother Acquisition Documents, the PropCo Lease and the other documents and agreements, transactions with respect to Holdings that are otherwise specifically permitted or expressly contemplated by this Article V; (viixi) complying with applicable Laws (including with respect to the maintenance of its existence); (xii) obtaining, holding and maintaining any cash Gaming License; and (xiii) performing activities incidental to any activities permitted under this Section 7.13, (viii) providing indemnification to officers, managers and directors and (ix) any activities incidental to of the foregoing). Holdings shall not incur any Liens on Equity Interests of the Lead Borrower other than those permitted by Sections 7.01(a) and (ee).

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever for borrowed money other than (i) the Indebtedness and obligations under this Agreement the Loan Documents and the other Term Loan Documents Facility or otherwise in connection with the Transactions and (other than such ii) Guarantees of Indebtedness represented by Holdings’ guarantee of obligations under any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the foregoing Borrowers and operating leases of its Subsidiaries), their Subsidiaries permitted hereunder; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens permitted by Section 7.01 (but only created under the Collateral Documents or, subject to the extent securing obligations Intercreditor Agreement, the Term Loan Facility, in each case, to which it is a party or liabilities which Holdings is not prohibited from incurring any other Lien created in connection with the Transactions, Permitted Liens on the Collateral that are secured on a pari passu or owing junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under the terms of this Agreement 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 or Liens of the type permitted under Section 6.02 (other Loan Documentsthan in respect of debt for borrowed money), or ; (c) engage in any business or activity or own any material assets (other than (i) those incidental to its ownership holding 100.0% of the Equity Interests Capital Stock of the Borrowers and Borrower Agent and, indirectly, any Captive Insurance Subsidiaryother subsidiary, (ii) holding performing its obligations under the Subordinated Contribution NoteLoan Documents and the Term Loan Facility and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder, (iii) maintenance of issuing its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance)own Capital Stock, (iv) filing tax reports and paying taxes in the performance of its obligations with respect to the Loan Documents ordinary course (and contesting any other Indebtedness permitted to be incurred by Holdings under this Agreement or the other Loan Documents, 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 extent 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 otherwise prohibited by the terms this Agreement; (x) providing indemnification for its officers, directors or members 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, management; (vixi) participating in tax, accounting and other administrative matters as a member matters; (xii) the performance of its obligations under the consolidated group of Holdings other documents, agreements and Investments contemplated by the Borrower, (vii) holding any cash incidental to any activities permitted under this Section 7.13, (viii) providing indemnification to officers, managers and directors Transactions and (ixxiii) any activities incidental to 157 the foregoing). ; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; provided that so long as no Default or Event of Default exists or would result therefrom, Holdings may merge with any other Person (other than the Borrower Agent and any of its Subsidiaries) so long as (i) Holdings shall be the continuing or surviving Person or (ii) if the Person formed by or surviving any such merger or consolidation is not incur any Liens on Equity Interests Holdings, (A) the successor Holdings shall expressly 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 or thereto in a form reasonably satisfactory to the Administrative Agent; (B) such successor shall be an entity organized under the laws of the Lead United States, any state thereof or the District of Columbia and (C) the Borrower other than those permitted by Sections 7.01(aAgent shall deliver a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clauses (A) and (ee)B) hereof; provided, further, that if the conditions set forth in the preceding proviso are satisfied, the successor Holdings will succeed to, and be substituted for, Holdings under this Agreement; or (e) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever for borrowed money other than (i) the Indebtedness and obligations under this Agreement the Loan Documents and the other Loan Documents ABL Facility or otherwise in connection with the Transactions, (other than such ii) Guarantees of Indebtedness represented by Holdings’ guarantee of obligations under any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the foregoing Borrowers and operating leases of its Subsidiaries), their Subsidiaries permitted hereunder and (iii) Qualified Holding Company Debt; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens permitted by Section 7.01 (but only created under the Collateral Documents or, subject to the extent securing obligations Intercreditor Agreement, the ABL Facility, in each case, to which it is a party or liabilities which Holdings is not prohibited from incurring any other Lien created in connection with the Transactions, Permitted Liens on the Collateral that are secured on a pari passu or owing junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under the terms of this Agreement 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 or Liens of the type permitted under Section 6.02 (other Loan Documentsthan in respect of debt for borrowed money), or ; (c) engage in any business or activity or own any material assets (other than (i) those incidental to its ownership holding 100.0% of the Equity Interests Capital Stock of the Borrowers and Borrower Agent and, indirectly, any Captive Insurance Subsidiaryother subsidiary, (ii) holding performing its obligations under the Subordinated Contribution NoteLoan Documents and the ABL Facility and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder, (iii) maintenance of issuing its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance)own Capital Stock, (iv) filing tax reports and paying taxes in the performance of its obligations with respect to the Loan Documents ordinary course (and contesting any other Indebtedness permitted to be incurred by Holdings under this Agreement or the other Loan Documents, 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 extent 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 otherwise prohibited by the terms this Agreement; (x) providing indemnification for its officers, directors or members 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, management; (vixi) participating in tax, accounting and other administrative matters as a member matters; (xii) the performance of its obligations under the consolidated group of Holdings other documents, agreements and Investments contemplated by the Borrower, (vii) holding any cash incidental to any activities permitted under this Section 7.13, (viii) providing indemnification to officers, managers and directors Transactions and (ixxiii) any activities incidental to the foregoing). ; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom, Holdings may merge with any other Person (other than the Borrower Agent and any of its Subsidiaries) so long as (i) Holdings shall be the continuing or surviving Person or (ii) if the Person formed by or surviving any such merger or consolidation is not incur any Liens on Equity Interests Holdings, (A) the successor Holdings shall expressly 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 or thereto in a form reasonably satisfactory to the Administrative Agent; (B) such successor shall be an entity organized under the laws of the Lead United States, any state thereof or the District of Columbia and (C) the Borrower other than those permitted by Sections 7.01(aAgent shall deliver a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clauses (A) and (ee)B) hereof; provided, further, that if the conditions set forth in the preceding proviso are satisfied, the successor Holdings will succeed to, and be substituted for, Holdings under this Agreement; or (e) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. Holdings shall will not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than Indebtedness and obligations under this Agreement and the other Loan Documents (other than such Indebtedness represented by Holdings’ guarantee of obligations under any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the foregoing and operating leases of its Subsidiaries), (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than Liens permitted by Section 7.01 (but only to the extent securing obligations or liabilities which Holdings is not prohibited from incurring or owing under the terms of this Agreement and the other Loan Documents), or (c) engage in any material operating or business or activity or own activities; provided that the following activities shall be permitted in any assets (other than event: (i) those incidental to its ownership of the Equity Interests of the Borrowers Borrower, including receipt and any Captive Insurance Subsidiarypayment 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) holding the Subordinated Contribution Note, (iii) maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iviii) the performance of its obligations with respect to the Loan 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 192 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, in any event, be permitted to incur any secured Indebtedness (other than any guarantee obligations in respect of secured Indebtedness of the Borrower and its Restricted Subsidiaries permitted to be incurred by Holdings under this Agreement or the other Loan Documentspursuant to Section 10.1), (vvi) to the 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 receipt and payment of dividends, the making (or payment) of dividends and distributions, making contributions to the capital of the Borrower, Borrower and its Restricted Subsidiaries and guaranteeing the obligations of the BorrowersBorrower and its other Restricted Subsidiaries, (vivii) the IPO Reorganization Transactions, (viii) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowerprovision of administrative and advisory services (including treasury and insurance services) to the Borrower and its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (viiix) holding any cash incidental to or property (but not operating any activities permitted under this Section 7.13property) (excluding any Equity Interest of any Person other than the Borrower), (viii) providing indemnification to officersofficers and directors, managers (x) repurchases of Indebtedness through open market purchases and directors Dutch auctions, (xi) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xii) the making of Investments consisting of Cash Equivalents, (xiii) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (ixxiv) any activities incidental or reasonably related to the foregoing). Holdings shall not incur any Liens on Equity Interests of the Lead Borrower other than those permitted by Sections 7.01(a) and (ee).

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than Indebtedness and obligations under this Agreement and the other Loan Documents (other than such Indebtedness represented by With respect to Holdings’ guarantee of obligations under any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the foregoing and operating leases of its Subsidiaries), (bi) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than Liens permitted by Section 7.01 (but only prior to the extent securing obligations or liabilities which consummation of a Permitted Spin-Off Transaction, amend the Holdings is not prohibited from incurring or owing under the terms of this LLC Agreement and the other Loan Documents), in a way materially adverse to Lenders or (cii) engage in any material operating or business or activity or own activities; provided that the following and any assets (other than activities incidental thereto shall be permitted in any event: (i) those incidental to its ownership of the Equity Interests of the Borrowers Borrower and any Captive Insurance Subsidiarythe Permitted Holdings Subsidiaries and activities incidental thereto, including payment of dividends and other amounts in respect of their respective Equity Interests, (ii) holding the Subordinated Contribution Note, (iii) maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iviii) the performance of its obligations with respect to the Loan Documents and any other Indebtedness permitted under Section 7.03 to be incurred by Holdings under this Agreement the Borrower and the Restricted Subsidiaries, (iv) any issuance or the other Loan Documentssale of its Equity Interests, (v) to the extent not otherwise prohibited by the terms of this Agreement or the other Loan Documentsfinancing activities, financing activities relating to including the issuance of its securities, the declaration and incurrence of Indebtedness, payment of dividends, the making of contributions to the capital of the Borrower, Borrower and guaranteeing the obligations of the Borrowers, Borrower or any Restricted Subsidiary; (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowermatters, (vii) holding any cash incidental to or property (but not operating any activities permitted under this Section 7.13property), (viii) providing indemnification to officers, managers officers and directors of any Restricted Company, (ix) the making of Restricted Payments to Parent (or any other direct or indirect parent company of the Borrower) with any amounts received from the Borrower or the Restricted Subsidiaries not in violation of this Agreement and (ixx) any activities incidental to the foregoing). Holdings shall not own any Equity Interests other than those of the Borrower and the Permitted Holdings Subsidiaries and all such Equity Interests shall be pledged by Holdings as Collateral. Neither of the Permitted Holdings Subsidiaries shall (i) engage in any material active trade or business, (ii) hold any Equity Interests in any other Person or (iii) incur any Liens on Indebtedness. In addition, Holdings may consolidate or amalgamate with, or merge with or into, (or, in the case of clause (B), convey, lease, transfer, sell or otherwise dispose of all or substantially all of its assets to) any other Person (other than the Borrower and any of the Subsidiaries) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, and so long as (A) Holdings is the continuing or surviving Person or (B) if the Person formed by or surviving any such consolidation, amalgamation or merger (or the Person to whom Holdings conveyed, leased, transferred, sold or otherwise disposed of all or substantially all of its assets to) is not Holdings (x) the successor Person (such successor Person, which shall not be an operating company, and shall not hold any Equity Interest directly or indirectly in any operating company, “Successor Holdings”) (i) shall deliver to the Administrative Agent all information as may be reasonably requested by the Administrative Agent to satisfy any applicable “know your customer” requirements, (ii) shall be an entity organized or existing under the law of any state of the United States or the District of Columbia and (iii) 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, (y) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (x) of this clause (B) and (z) 100% of the Equity Interests of the Lead Borrower other than those permitted remains pledged as security for the Secured Obligations by Sections 7.01(aSuccessor Holdings; provided that (1) if the conditions set forth in this sentence are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (ee).2) it is understood and agreed that Holdings may convert into another form of entity so long as such conversion does not communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever for borrowed money other than (i) the Indebtedness and obligations under this Agreement the Loan Documents and the other Term Loan Documents Facility or otherwise in connection with the Transactions and (other than such ii) Guarantees of Indebtedness represented by Holdings’ guarantee of obligations under any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the foregoing Borrowers and operating leases of its Subsidiaries), their Subsidiaries permitted hereunder; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens permitted by Section 7.01 (but only created under the Collateral Documents or, subject to the extent securing obligations Intercreditor Agreement, the Term Loan Facility, in each case, to which it is a party or liabilities which Holdings is not prohibited from incurring any other Lien created in connection with the Transactions, Permitted Liens on the Collateral that are secured on a pari passu or owing junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under the terms of this Agreement 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 or Liens of the type permitted under Section 6.02 (other Loan Documentsthan in respect of debt for borrowed money), or ; (c) engage in any business or activity or own any material assets (other than (i) those incidental to its ownership holding 100.0% of the Equity Interests Capital Stock of the Borrowers and Borrower Agent and, indirectly, any Captive Insurance Subsidiaryother subsidiary, (ii) holding performing its obligations under the Subordinated Contribution NoteLoan Documents and the Term Loan Facility and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder, (iii) maintenance of issuing its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance)own Capital Stock, (iv) filing tax reports and paying taxes in the performance of its obligations with respect to the Loan Documents ordinary course (and contesting any other Indebtedness permitted to be incurred by Holdings under this Agreement or the other Loan Documents, 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 152 or Investments made by the extent 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 otherwise prohibited by the terms this Agreement; (x) providing indemnification for its officers, directors or members 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, management; (vixi) participating in tax, accounting and other administrative matters as a member matters; (xii) the performance of its obligations under the consolidated group of Holdings other documents, agreements and Investments contemplated by the Borrower, (vii) holding any cash incidental to any activities permitted under this Section 7.13, (viii) providing indemnification to officers, managers and directors Transactions and (ixxiii) any activities incidental to the foregoing). ; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; provided that so long as no Default or Event of Default exists or would result therefrom, Holdings may merge with any other Person (other than the Borrower Agent and any of its Subsidiaries) so long as (i) Holdings shall be the continuing or surviving Person or (ii) if the Person formed by or surviving any such merger or consolidation is not incur any Liens on Equity Interests Holdings, (A) the successor Holdings shall expressly 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 or thereto in a form reasonably satisfactory to the Administrative Agent; (B) such successor shall be an entity organized under the laws of the Lead United States, any state thereof or the District of Columbia and (C) the Borrower other than those permitted by Sections 7.01(aAgent shall deliver a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clauses (A) and (ee)B) hereof; provided, further, that if the conditions set forth in the preceding proviso are satisfied, the successor Holdings will succeed to, and be substituted for, Holdings under this Agreement; or (e) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not (a) incurWith respect to Holdings, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than Indebtedness and obligations under this Agreement and the other Loan Documents (other than such Indebtedness represented by Holdings’ guarantee of obligations under any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the foregoing and operating leases of its Subsidiaries), (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than Liens permitted by Section 7.01 (but only to the extent securing obligations or liabilities which Holdings is not prohibited from incurring or owing under the terms of this Agreement and the other Loan Documents), or (c) engage in any material operating or business or activity or own activities; provided, that the following and any assets (other than activities incidental thereto shall be permitted in any event: (i) those incidental to its ownership of the Equity Interests of the Borrowers Borrower and any Captive Insurance Subsidiarythe Permitted Holdings Subsidiary and activities incidental thereto, including payment of dividends and other amounts in respect of their respective Equity Interests, (ii) holding the Subordinated Contribution Note, (iii) maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iviii) the performance of its obligations with respect to the Loan Documents and any other Indebtedness permitted under Section 7.03 to be incurred by Holdings under this Agreement the Borrower and the Restricted Subsidiaries, (iv) any issuance or the other Loan Documentssale of its Equity Interests, (v) to the extent not otherwise prohibited by the terms of this Agreement or the other Loan Documentsfinancing activities, financing activities relating to including the issuance of its securities, the declaration and incurrence of Indebtedness, payment of dividends, the making of contributions to the capital of the Borrower, Borrower and guaranteeing the obligations of the Borrowers, Borrower or any Restricted Subsidiary; (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowermatters, (vii) holding any cash incidental to or property (but not operating any activities permitted under this Section 7.13property), (viii) providing indemnification to officers, managers officers and directors of any Restricted Company, (ix) the making of Restricted Payments to Parent (or any other direct or indirect parent company of the Borrower) with any amounts received from the Borrower or the Restricted Subsidiaries not in violation of this Agreement and (ixx) any activities incidental to the foregoing). Holdings shall not own any Equity Interests other than those of the Borrower and the Permitted Holdings Subsidiary and all such Equity Interests shall be pledged by Holdings as Collateral. The Permitted Holdings Subsidiary shall not (i) engage in any material active trade or business, (ii) hold any Equity Interests in any other Person or (iii) incur any Liens on Indebtedness. In addition, Holdings may consolidate or amalgamate with, or merge with or into, (or, in the case of clause (B), convey, lease, transfer, sell or otherwise dispose of all or substantially all of its assets to) any other Person (other than the Borrower and any of the Subsidiaries) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, and so long as (A) Holdings is the continuing or surviving Person or (B) if the Person formed by or surviving any such consolidation, amalgamation or merger (or the Person to whom Holdings conveyed, leased, transferred, sold or otherwise disposed of all or substantially all of its assets to) is not Holdings (x) the successor Person (such successor Person, which shall not be an operating company, and shall not hold any Equity Interest directly or indirectly in any operating company, “Successor Holdings”) (i) shall deliver to the Administrative Agent all information as may be reasonably requested by the Administrative Agent to satisfy any applicable “know your customer” requirements, (ii) shall be an entity organized or existing under the law of any state of the United States or the District of Columbia and (iii) 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, (y) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (x) of this clause (B) and (z) 100% of the Equity Interests of the Lead Borrower other than those permitted remains pledged as security for the Secured Obligations by Sections 7.01(aSuccessor Holdings; provided, that (1) if the conditions set forth in this sentence are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (ee)2) it is understood and agreed that Holdings may convert into another form of entity so long as such conversion does not adversely affect the value of its Guaranty or the Collateral and subject to compliance with any applicable requirements in any Collateral Documents.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, incur any Indebtedness for borrowed money other than (i) the Guarantees of Indebtedness under the Loan Documents or any other obligation or liability whatsoever other than Second Lien Facility and (ii) Guarantees of Indebtedness and obligations under this Agreement and the other Loan Documents (other than such Indebtedness represented by Holdings’ guarantee of obligations under any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the foregoing Borrowers and operating leases of its Subsidiaries), their respective Subsidiaries permitted hereunder; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than (i) the Liens permitted by Section 7.01 created under the Collateral Documents and, subject to the Intercreditor Agreement, the collateral documents relating to any Second Lien Facility to which it is a party, (but only ii) 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 securing obligations 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 liabilities which Holdings is not prohibited from incurring or owing junior thereto) with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under the terms of this Agreement 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 (iii) Liens of the type permitted under Section 6.02 (other Loan Documentsthan in respect of debt for borrowed money), or ; (c) engage in any business or activity or own any material assets (other than (i) those incidental to its ownership of holding the Equity Interests Capital Stock of the Borrowers and and, indirectly, any Captive Insurance Subsidiary, other subsidiary of the Borrowers; (ii) holding performing its obligations under the Subordinated Contribution NoteLoan Documents, any Second Lien Facility and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder; (iii) maintenance issuing its own Capital Stock (including, for the avoidance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iv) the performance of its obligations with respect to the Loan Documents and any other Indebtedness permitted to be incurred by Holdings under this Agreement or the other Loan Documents, (v) to the 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 dividendsdoubt, 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 Borrowerextent 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 guaranteeing the obligations of the Borrowers, advisors or consultants; (vix) participating in tax, accounting and other administrative matters as a member of matters; (xi) performing its obligations under the consolidated group of Holdings Sponsor Management Agreement, the Acquisition Agreement and the Borrowerother documents and agreements, Investments contemplated by the 144 Transactions and transactions with respect to Holdings that are otherwise specifically permitted or expressly contemplated by Article 6; (viixii) holding any cash complying with applicable Requirements of Law (including with respect to the maintenance of its existence); and (xiii) performing activities incidental to any activities permitted under this Section 7.13of the foregoing; or (d) consolidate or amalgamate with, or merge with or into, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom, (viiiA) providing indemnification to officers, managers Holdings may merge or consolidate or amalgamate with or into any other Person (other than the Borrowers and directors and (ixany of their respective Subsidiaries except as provided below) any activities incidental to the foregoing). so long as Holdings shall not incur any Liens on Equity Interests of be the Lead Borrower other than those permitted by Sections 7.01(a) and (ee)continuing or surviving Person.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations (i) under this Agreement and the other Loan Documents (other than such Indebtedness represented by Holdings’ guarantee of obligations under any Additional Permitted Debt Documents, (ii) as a guarantor under the Excluded Sale-LeasebacksMPT Guaranty and as a party to the MPT Master Funding Agreement or (iii) after the occurrence of any Qualified IPO, any documents relating to any Permitted Refinancing of the foregoing and operating leases of its SubsidiariesIndebtedness permitted under Section 8.03(m), ; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired acquired, leased or licensed by it other than the Liens permitted created by Section 7.01 (but only to the extent securing obligations or liabilities which Holdings is not prohibited from incurring or owing under the terms of this Agreement and the other Loan Collateral Documents), or ; (c) engage in any business or activity or own any assets (other than (i) those incidental (x) prior to its ownership the consummation of the Restructuring Transaction, holding 100% of the Equity Interests of the Borrowers Borrower, and any Captive Insurance Subsidiary(y) from and after the consummation of the Restructuring Transaction, (ii) holding 100% of 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 performance of its obligations with respect to the Loan Documents and any other Indebtedness permitted to be incurred by Holdings under this Agreement or the other Loan Documents, (v) to the 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 Equity Interests of the Borrower, and guaranteeing the obligations each of the BorrowersTransferred Entities and any new Wholly Owned Subsidiaries or Permitted Joint Ventures created in or acquired in compliance with this Agreement, and (viii) participating performing its obligations and activities incidental thereto under the Loan Documents or the MPT Documents; (d) consolidate with or merge with or into, or convey, transfer, lease or 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 tax, accounting and 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 administrative matters as a member than (i) prior to the consummation of the consolidated group of Holdings and Restructuring Transaction, 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 (ixii) from and after the consummation of the Restructuring Transaction, the Borrower, each of the Transferred Entities, any activities incidental new Wholly Owned Subsidiaries or Permitted Joint Ventures created in or acquired otherwise in compliance with this Agreement; provided that Investments in Permitted Joint Ventures (including the amount thereof) shall be subject to the foregoingrestrictions in Section 8.02(l). Holdings ; (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 not incur any Liens on Equity Interests reasonably request for such purpose, and (ii) delivers to the Administrative Agent documents of the Lead Borrower other than those permitted by types referred to in Sections 7.01(a5.01(c) and (eee) 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)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary herein, nothing contained in this Section 8.17 shall limit the consummation of a Qualified IPO.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness (other than (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 Indebtedness the Obligations, guaranties of the obligations of another Credit Party, and obligations liabilities under this Agreement 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 other Loan Documents (other than such Indebtedness represented ordinary course of its business by Holdings’ guarantee , customary agreements in connection with the establishment and maintenance of Deposit Accounts and employee benefit plans and programs, non-consensual obligations under permitted hereunder and any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating other Indebtedness permitted hereunder to any Permitted Refinancing of the foregoing and operating leases of its Subsidiaries), be incurred by Holdings pursuant to Section 6.01; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens permitted by Section 7.01 (but only to the extent securing obligations or liabilities which Holdings is not prohibited from incurring or owing created under the terms of this Agreement Collateral Documents to which it is a party and the other Loan Documents), or non-consensual Liens; (c) engage in any business or activity or own any assets (other than (i) those incidental to its ownership holding one hundred percent (100%) of the Equity Interests Capital Stock of the Borrowers and any Captive Insurance Subsidiary, Borrowers; (ii) holding the Subordinated Contribution Note, performing its obligations and activities incidental thereto; (iii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), existence; (iv) the performance of its obligations with respect selling Capital Stock pursuant to the Loan Documents Permitted Stock Issuances and any entering into agreements and other Indebtedness permitted to be incurred documents not prohibited by Holdings under this Agreement or the other Loan Documents, to effectuate such sale and issuance; (v) to the 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 participation in taxTax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowerits Subsidiaries, (vi) incurring fees, costs and expenses relating to overhead and general operations including professional fees for legal, Tax and accounting issues, (vii) holding any cash incidental providing indemnification to any activities permitted under this Section 7.13officers and directors, (viii) providing indemnification engaging in activities expressly permitted to officersbe conducted by Holdings hereunder (including actions as a borrower under the Subordinated Credit Agreement), managers and directors and (ix) to make or pay any activities incidental to the foregoing). Holdings shall not incur any Liens on Equity Interests of the Lead Borrower other than those Restricted Payments permitted by Sections 7.01(aSection 6.05) and (eex) engaging in the activities described in the Services Agreement referred to in Schedule 6.07; (d) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its directly-owned Restricted Subsidiaries (except as permitted by Section 6.09); (f) create or acquire any Restricted Subsidiary or make or own any Investment in any Person other than the Borrowers, Cash Equivalents and as set forth on Schedule 6.07; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. Notwithstanding anything to the contrary contained herein, Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness 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 this Agreement 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 other Loan Documents (other than such Indebtedness represented by Holdings’ guarantee of Effective Date), obligations under any Additional Permitted Debt Documentsto pay Transaction Costs, the Excluded Sale-Leasebacksobligations for Taxes and administrative costs and expenses as contemplated on Sections 6.5(l) and 6.5(m), any documents relating to pre-Prior Merger liabilities of Holdings which remain liabilities of Holdings after the Closing Date as a matter of law and any Permitted Refinancing pre-NPC Acquisition liabilities of NPC which remain liabilities of Holdings after the foregoing and operating leases Effective Date as a matter of its Subsidiaries), law; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens permitted by Section 7.01 (but only to the extent securing obligations or liabilities which Holdings is not prohibited from incurring or owing created under the terms of this Agreement and the other Loan Documents), Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets (other than (i) those incidental to its ownership holding 100% of the Equity Interests Capital Stock of the Borrowers and any Captive Insurance SubsidiaryCompany, (ii) 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 performance of performing its obligations with respect to and activities incidental thereto under the Loan Documents and any other Indebtedness permitted to be incurred by Holdings under this Agreement or the other Loan Credit Documents, (v) and to the extent not otherwise prohibited inconsistent therewith, the Related Agreements (iii) performing its obligations under Permitted Seller Notes and Earn-Out Obligations and for Taxes and administrative costs and expenses as contemplated by the terms of this Agreement or the other Loan Documents, financing activities relating Sections 6.5(l) and 6.5(m); and (iv) making Restricted Junior Payments and Investments to the issuance extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its securities, the declaration and payment of dividends, the making of contributions Subsidiaries except to the capital of the Borrower, and guaranteeing the obligations of the Borrowers, extent permitted by Section 6.9; (vif) participating create or acquire any Subsidiary or make or own any Investment in tax, accounting any Person other than Company and other administrative matters than as permitted under Section 6.7(g); or (g) fail to hold itself out to the public as a member of the consolidated group of Holdings legal entity separate 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 (ix) any activities incidental to the foregoing). Holdings shall not incur any Liens on Equity Interests of the Lead Borrower distinct from all other than those permitted by Sections 7.01(a) and (ee)Persons.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, incur any Indebtedness for borrowed money other than (i) the Guarantees of Indebtedness under the Loan Documents or any other obligation or liability whatsoever other than First Lien Facility and (ii) Guarantees of Indebtedness and obligations under this Agreement and the other Loan Documents (other than such Indebtedness represented by Holdings’ guarantee of obligations under any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the foregoing Borrowers and operating leases of its Subsidiaries), their respective Subsidiaries permitted hereunder; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than (i) the Liens permitted by Section 7.01 (but only created under the Collateral Documents and, subject to the extent securing obligations Intercreditor Agreement, the collateral documents relating to any First Lien Facility to which it is a party, (ii) Permitted Liens on the Collateral that are secured on a pari passu or liabilities which Holdings is not prohibited from incurring or owing junior basis with the Obligations, so long as such Permitted Liens secure Guarantees permitted under the terms of this Agreement 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 (iii) Liens of the type permitted under Section 6.02 (other Loan Documentsthan in respect of debt for borrowed money), or ; (c) engage in any business or activity or own any material assets (other than (i) those incidental to its ownership of holding the Equity Interests Capital Stock of the Borrowers and and, indirectly, any Captive Insurance Subsidiary, other subsidiary of the Borrowers; (ii) holding performing its obligations under the Subordinated Contribution NoteLoan Documents, any First Lien Facility and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder; (iii) maintenance issuing its own Capital Stock (including, for the avoidance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iv) the performance of its obligations with respect to the Loan Documents and any other Indebtedness permitted to be incurred by Holdings under this Agreement or the other Loan Documents, (v) to the 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 dividendsdoubt, 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 Borrowerextent 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 guaranteeing the obligations of the Borrowers, advisors or consultants; (vix) participating in tax, accounting and other administrative matters as a member of matters; (xi) performing its obligations under the consolidated group of Holdings Sponsor Management Agreement, the Acquisition Agreement and the Borrowerother 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; (viixii) holding any cash complying with applicable Requirements of Law (including with respect to the maintenance of its existence); and (xiii) performing activities incidental to any activities permitted under this Section 7.13of the foregoing; or (d) consolidate or amalgamate with, or merge with or into, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom, (viiiA) providing indemnification to officers, managers Holdings may merge or consolidate or amalgamate with or into any other Person (other than the Borrowers and directors and (ixany of their respective Subsidiaries except as provided below) any activities incidental to the foregoing). so long as Holdings shall not incur any Liens on Equity Interests of be the Lead Borrower other than those permitted by Sections 7.01(a) and (ee)continuing or surviving Person.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever for borrowed money other than (i) the Indebtedness and obligations under this Agreement the Loan Documents and the other Term Loan Documents FacilitySenior Notes or otherwise in connection with the Transactions and (other than such ii) Guarantees of Indebtedness represented by Holdings’ guarantee of obligations under any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the foregoing Borrowers and operating leases of its Subsidiaries), their Subsidiaries permitted hereunder; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens permitted by Section 7.01 (but only created under the Collateral Documents or, subject to the extent securing obligations Intercreditor Agreement, the Term Loan FacilitySenior Secured Notes, in each case, to which it is a party or liabilities which Holdings is not prohibited from incurring any other Lien created in connection with the Transactions, Permitted Liens on the Collateral that are secured on a pari passu or owing junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under the terms of this Agreement 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 or Liens of the type permitted under Section 6.02 (other Loan Documentsthan in respect of debt for borrowed money), or ; (c) engage in any business or activity or own any material assets (other than (i) those incidental to its ownership holding 100.0% of the Equity Interests Capital Stock of the Borrowers and Borrower Agent and, indirectly, any Captive Insurance Subsidiaryother subsidiary, (ii) holding performing its obligations under the Subordinated Contribution NoteLoan Documents and the Term Loan FacilitySenior Secured Notes and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder, (iii) maintenance of issuing its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance)own Capital Stock, (iv) filing tax reports and paying taxes in the performance of its obligations with respect to the Loan Documents ordinary course (and contesting any other Indebtedness permitted to be incurred by Holdings under this Agreement or the other Loan Documents, 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 extent 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 otherwise prohibited by the terms this Agreement; (x) providing indemnification for its officers, directors or members 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, management; (vixi) participating in tax, accounting and other administrative matters as a member matters; (xii) the performance of its obligations under the consolidated group of Holdings other documents, agreements and Investments contemplated by the Borrower, (vii) holding any cash incidental to any activities permitted under this Section 7.13, (viii) providing indemnification to officers, managers and directors Transactions and (ixxiii) any activities incidental to the foregoing). ; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; provided that so long as no Default or Event of Default exists or would result therefrom, Holdings may merge with any other Person (other than the Borrower Agent and any of its Subsidiaries) so long as (i) Holdings shall be the continuing or surviving Person or (ii) if the Person formed by or surviving any such merger or consolidation is not incur any Liens on Equity Interests Holdings, (A) the successor Holdings shall expressly 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 or thereto in a form reasonably satisfactory to the Administrative Agent; (B) such successor shall be an entity organized under the laws of the Lead United States, any state thereof or the District of Columbia and (C) the Borrower other than those permitted by Sections 7.01(aAgent shall deliver a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clauses (A) and (ee)B) hereof; provided, further, that if the conditions set forth in the preceding proviso are satisfied, the successor Holdings will succeed to, and be substituted for, Holdings under this Agreement; or (e) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. Holdings shall will not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than Indebtedness and obligations under this Agreement and the other Loan Documents (other than such Indebtedness represented by Holdings’ guarantee of obligations under any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the foregoing and operating leases of its Subsidiaries), (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than Liens permitted by Section 7.01 (but only to the extent securing obligations or liabilities which Holdings is not prohibited from incurring or owing under the terms of this Agreement and the other Loan Documents), or (c) engage in any material operating or business or activity or own activities; provided that the following activities shall be permitted in any assets (other than event: (i) those incidental to its ownership of the Equity Interests of the Borrowers Borrower, including receipt and any Captive Insurance Subsidiarypayment 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) holding the Subordinated Contribution Note, (iii) maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iviii) the performance of its obligations with respect to the Loan 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, in any event, be permitted to incur any secured 175 |US-DOCS\101663612.13131839430.6|| Indebtedness (other than any guarantee obligations in respect of secured Indebtedness of the Borrower and its Restricted Subsidiaries permitted to be incurred by Holdings under this Agreement or the other Loan Documentspursuant to Section 10.1), (vvi) to the 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 receipt and payment of dividends, the making (or payment) of dividends and distributions, making contributions to the capital of the Borrower, Borrower and its Restricted Subsidiaries and guaranteeing the obligations of the BorrowersBorrower and its other Restricted Subsidiaries, (vivii) the IPO Reorganization Transactions, (viii) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowerprovision of administrative and advisory services (including treasury and insurance services) to the Borrower and its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (viiix) holding any cash incidental to or property (but not operating any activities permitted under this Section 7.13property) (excluding any Equity Interest of any Person other than the Borrower), (viii) providing indemnification to officersofficers and directors, managers (x) repurchases of Indebtedness through open market purchases and directors Dutch auctions, (xi) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xii) the making of Investments consisting of Cash Equivalents, (xiii) any transaction with the Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10 and (ixxiv) any activities incidental or reasonably related to the foregoing). Holdings shall not incur any Liens on Equity Interests of the Lead Borrower other than those permitted by Sections 7.01(a) and (ee).

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement and Agreement, the other Loan Documents (other than such Indebtedness represented by Holdings’ guarantee of obligations under any Additional Permitted Debt Documents, the Excluded Sale-LeasebacksHoldco Notes, any documents relating the Senior Secured Notes and other obligations incidental to any Permitted Refinancing of the foregoing and operating leases of its Subsidiaries), foregoing; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired acquired, leased or licensed by it other than the Liens permitted by Section 7.01 (but only to the extent securing obligations or liabilities which Holdings is not prohibited from incurring or owing created under the terms Security Documents to which it is a party, the Liens that secure the Senior Secured Notes and non-consensual Liens imposed by operation of this Agreement law and the other Loan Documents), or not for borrowed money; (c) engage in any business or activity or own any assets (other than (i) those incidental to its ownership holding 100% of the Equity Interests of the Borrowers and any Captive Insurance SubsidiaryBorrower, (ii) holding performing its obligations and activities incidental thereto under the Subordinated Contribution NoteLoan Documents, and to the extent not inconsistent therewith, the Holdco Notes and the Senior Secured Notes, (iii) the maintenance of its legal corporate existence (including the ability to incur fees, costs and expenses relating to such maintenance)in compliance with applicable law, (iv) legal, tax and accounting matters in connection with any of the performance foregoing or following activities, (v) the entering into, and performing its obligations under the Management Agreement, (vi) the issuance, sale or repurchase of its obligations with respect to Capital Stock not prohibited by the Loan Documents and any other Indebtedness permitted to be incurred by Holdings under this Agreement or the other Loan Documents, (vvii) to dividends or distributions on its Equity Interests; (viii) the extent not otherwise prohibited by performance of obligations under and compliance with its certificate of incorporation and by-laws, or any applicable law, ordinance, regulation, rule, order, judgment, decree or permit, including as a result of or in connection with the terms of this Agreement or the other Loan Documents, financing activities relating to the issuance of its securitiesSubsidiaries, (ix) the declaration incurrence and payment of dividendsany taxes for which it may be liable; (d) consolidate with or merge with or into, the making or convey, transfer, lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose 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 (ix) any activities incidental to the foregoing). Holdings shall not incur any Liens on Equity Interests of the Lead Borrower any of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than those permitted by Sections 7.01(aBorrower; or (g) fail to hold itself out to the public as a legal entity separate and (ee)distinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever for borrowed money other than (i) the Indebtedness and obligations under this Agreement the Loan Documents and the other Term Loan Documents Facility or otherwise in connection with the Transactions and (other than such ii) Guarantees of Indebtedness represented by Holdings’ guarantee of obligations under any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the foregoing Borrowers and operating leases of its Subsidiaries), their Subsidiaries permitted hereunder; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens permitted by Section 7.01 (but only created under the Collateral Documents or, subject to the extent securing obligations Intercreditor Agreement, the Term Loan Facility, in each case, to which it is a party or liabilities which Holdings is not prohibited from incurring any other Lien created in connection with the Transactions, Permitted Liens on the Collateral that are secured on a pari passu or owing junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under the terms of this Agreement 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 or Liens of the type permitted under Section 6.02 (other Loan Documentsthan in respect of debt for borrowed money), or ; (c) engage in any business or activity or own any material assets (other than (i) those incidental to its ownership holding 100.0% of the Equity Interests Capital Stock of the Borrowers and Borrower Agent and, indirectly, any Captive Insurance Subsidiaryother subsidiary, (ii) holding performing its obligations under the Subordinated Contribution NoteLoan Documents and the Term Loan Facility and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder, (iii) maintenance of issuing its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance)own Capital Stock, (iv) filing tax reports and paying taxes in the performance of its obligations with respect to the Loan Documents ordinary course (and contesting any other Indebtedness permitted to be incurred by Holdings under this Agreement or the other Loan Documents, 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) effecting a Qualifying IPO; (viii) holding Cash and other assets received in connection with Restricted Payments or Investments made by the extent 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 otherwise prohibited by the terms this Agreement; (x) providing indemnification for its officers, directors or members 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, management; (vixi) participating in tax, accounting and other administrative matters as a member matters; (xii) the performance of its obligations under the consolidated group of Holdings Management Agreement, the Merger Agreement and the Borrowerother documents, (vii) holding any cash incidental to any activities permitted under this Section 7.13, (viii) providing indemnification to officers, managers agreements and directors Investments contemplated by the Transactions and (ixxiii) any activities incidental to the foregoing). ; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; provided that so long as no Default or Event of Default exists or would result therefrom, Holdings may merge with any other Person (other than the Borrower Agent and any of its Subsidiaries) so long as (i) Holdings shall be the continuing or surviving Person or (ii) if the Person formed by or surviving any such merger or consolidation is not incur any Liens on Equity Interests Holdings, (A) the successor Holdings shall expressly 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 or thereto in a form reasonably satisfactory to the Administrative Agent; (B) such successor shall be an entity organized under the laws of the Lead United States, any state thereof or the District of Columbia and (C) the Borrower other than those permitted by Sections 7.01(aAgent shall deliver a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clauses (A) and (ee)B) hereof; provided, further, that if the conditions set forth in the preceding proviso are satisfied, the successor Holdings will succeed to, and be substituted for, Holdings under this Agreement; or (e) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. Notwithstanding anything to the contrary contained herein, Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness 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 this Agreement 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 other Loan Documents (other than such Indebtedness represented by Holdings’ guarantee of Effective Date), obligations under any Additional Permitted Debt Documentsto pay Transaction Costs, the Excluded Sale-Leasebacksobligations for Taxes and administrative costs and expenses as contemplated on Sections 6.5(l) and 6.5(m), any documents relating to pre-Prior Merger liabilities of Holdings which remain liabilities of Holdings after the Closing Date as a matter of law and any Permitted Refinancing pre-NPC Acquisition liabilities of NPC which remain liabilities of Holdings after the foregoing and operating leases Effective Date (as defined in the Existing Agreement) as a matter of its Subsidiaries), law; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens permitted by Section 7.01 (but only to the extent securing obligations or liabilities which Holdings is not prohibited from incurring or owing created under the terms of this Agreement and the other Loan Documents), Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets (other than (i) those incidental to its ownership holding 100% of the Equity Interests Capital Stock of the Borrowers and any Captive Insurance SubsidiaryCompany, (ii) 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 performance of performing its obligations with respect to and activities incidental thereto under the Loan Documents and any other Indebtedness permitted to be incurred by Holdings under this Agreement or the other Loan Credit Documents, (v) and to the extent not otherwise prohibited inconsistent therewith, the Related Agreements (iii) performing its obligations under Permitted Seller Notes and Earn-Out Obligations and for Taxes and administrative costs and expenses as contemplated by the terms of this Agreement or the other Loan Documents, financing activities relating Sections 6.5(l) and 6.5(m); and (iv) making Restricted Junior Payments and Investments to the issuance extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its securities, the declaration and payment of dividends, the making of contributions Subsidiaries except to the capital of the Borrower, and guaranteeing the obligations of the Borrowers, extent permitted by Section 6.9; (vif) participating create or acquire any Subsidiary or make or own any Investment in tax, accounting any Person other than Company and other administrative matters than as permitted under Section 6.7(g); or (g) fail to hold itself out to the public as a member of the consolidated group of Holdings legal entity separate 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 (ix) any activities incidental to the foregoing). Holdings shall not incur any Liens on Equity Interests of the Lead Borrower distinct from all other than those permitted by Sections 7.01(a) and (ee)Persons.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever for borrowed money other than guarantees of Indebtedness under the ABL Facility by the borrowers and obligations under this Agreement their subsidiaries parties thereto and the other Loan Documents (other than such Indebtedness represented by Holdings’ guarantee of obligations under any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the foregoing and operating leases of its Subsidiaries), permitted thereunder; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens permitted by Section 7.01 (but only to the extent securing obligations or liabilities which Holdings is not prohibited from incurring or owing created under the terms Collateral Documents (as defined in the ABL Credit Agreement) to which it is a party or any other Lien created in connection with the ABL Facility and Liens in the ordinary course of business of Holdings conducted in accordance with this Agreement and the Section 4.15 (other Loan Documentsthan in respect of Indebtedness), or ; (c) engage in any business or activity or own any material assets (other than (i) those incidental to its ownership holding 100.0% of the Equity Interests Capital Stock of the Borrowers and Issuer and, indirectly, any Captive Insurance Subsidiaryother subsidiary, (ii) holding performing its obligations under the Subordinated Contribution NoteABL Facility, Liens (including the granting of Liens) and guarantees permitted thereunder, (iii) maintenance of issuing its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance)own Capital Stock, (iv) filing tax reports and paying taxes in the performance of its obligations with respect to the Loan Documents ordinary course (and contesting any other Indebtedness permitted to be incurred by Holdings under this Agreement or the other Loan Documents, 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 law; (vii) holding Cash Equivalents and other assets received in connection with Restricted Payments or Investments made by the extent Issuer and its 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 otherwise prohibited by the terms ABL Facility; (ix) providing indemnification for its officers, directors or members 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, management; (vix) participating in tax, accounting and other administrative matters as a member matters; (xi) the performance of its obligations under the consolidated group of Holdings other documents, agreements and Investments contemplated by the Borrower, (vii) holding any cash incidental to any activities permitted under this Section 7.13, (viii) providing indemnification to officers, managers and directors ABL Facility and (ixxii) any activities incidental to the foregoing). ; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; provided that so long as no Default or Event of Default exists or would result therefrom, Holdings may merge with any other Person (other than the Issuer and any of its Subsidiaries) so long as (i) Holdings shall be the continuing or surviving Person or (ii) if the Person formed by or surviving any such merger or consolidation is not incur any Liens on Equity Interests Holdings, (A) the successor Holdings shall expressly assume all the obligations of Holdings under this Indenture and the Securities pursuant to supplemental indentures or other documents or instruments; (B) such successor shall be an entity organized under the laws of the Lead Borrower other than those permitted by Sections 7.01(aUnited States, any state thereof or the District of Columbia and (C) the Issuer shall deliver a certificate of a responsible officer with respect to the satisfaction of the conditions under clauses (A) and (ee)B) hereof; provided, further, that if the conditions set forth in the preceding proviso are satisfied, the successor Holdings will succeed to, and be substituted for, Holdings under this Indenture; or (e) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than Indebtedness and obligations under this Agreement and the other Loan Documents (other than such Indebtedness represented by Holdings’ guarantee of obligations under any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the foregoing and operating leases of its Subsidiaries), (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than Liens permitted by Section 7.01 (but only to the extent securing obligations or liabilities which Holdings is not prohibited from incurring or owing under the terms of this Agreement and the other Loan Documents), or (c) engage in any material operating or business or activity or own activities; provided that the following and activities incidental thereto shall be permitted in any assets (other than event: (i) those incidental to its ownership of the Equity Interests of the Borrowers U.S. Borrower and any Captive Insurance Subsidiaryactivities incidental thereto, (ii) holding the Subordinated Contribution Note, (iii) maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iviii) the performance of its obligations with respect to the Loan Documents Documents, the Senior Notes Documents, the Cash Flow Credit Agreement and any other Indebtedness permitted to be incurred by Holdings under this Agreement hereunder, (iv) any public offering of its common stock or the any other Loan Documentsissuance or sale of its Equity Interests, (v) to the extent not otherwise prohibited by the terms of this Agreement or the other Loan Documentsfinancing activities, financing activities relating to including the issuance of its securities, the declaration and payment of dividends, the making of contributions to the capital of the U.S. Borrower, (vi) incurrence of debt and guaranteeing the obligations of the BorrowersBorrowers (other than as described under clause (iii) above) in an amount not to exceed $100,000,000, (vivii) participating in tax, accounting and other administrative matters as a member owner of the consolidated group of Holdings and the BorrowerBorrowers, (viiviii) holding any cash incidental to any activities permitted under this Section 7.137.14, (viiiix) providing indemnification to officers, managers and directors directors, (x) in the case of Holdings I, following a Holdings II Event, its ownership of the Equity Interests of Holdings II and activities incidental thereto, (xi) its ownership of the Equity Interests in a subsidiary that holds net proceeds of a Qualified IPO which Equity Interests may be contributed, directly or indirectly, to the U.S. Borrower in connection with a Qualified IPO and (ixxii) any activities incidental to the foregoing). Holdings shall not incur any Liens on Equity Interests of the Lead U.S. Borrower other than those permitted for the benefit of the Secured Obligations and Cash Flow Loan Obligations and any Pari Term Debt Obligations or any comparable term in any Permitted Refinancing thereof and Holdings shall not own any Equity Interests other than those of the U.S. Borrower. Upon the occurrence of a Holdings II Event, Holdings I shall (x) cause Holdings II to (i) duly execute and deliver to the Administrative Agent a joinder to this Agreement separately, and jointly and severally, incurring the obligations of “Holdings” as a Guarantor, a Security Agreement Supplement and joinders to each applicable Intercreditor Agreement, if applicable, each in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreement and other applicable agreements in effect on the Second Restatement Effective Date), (ii) deliver any and all certificates representing Equity Interests in the U.S. Borrower owned by Sections 7.01(a) Holdings II, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and (ee)iii) take whatever action (including the filing of Uniform Commercial Code financing statements) as may be necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens to the extent required by the Collateral and Guarantee Requirement, and to otherwise comply with the requirements of the Collateral and Guarantee Requirement and (y) deliver such other certificates, opinions of counsel and other documentation with respect to Holdings II as reasonably requested by the Administrative Agent.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than Indebtedness and obligations under this Agreement and the other Loan Documents (other than such Indebtedness represented by Holdings’ guarantee of obligations under any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the foregoing and operating leases of its Subsidiaries), (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than Liens permitted by Section 7.01 (but only to the extent securing obligations or liabilities which Holdings is not prohibited from incurring or owing under the terms of this Agreement and the other 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, (ii) 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 performance of its obligations with respect to the Loan Documents and any other Indebtedness permitted to be incurred by Holdings under this Agreement or the other Loan Documents, (v) to the 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 (ix) any activities incidental to the foregoing). Holdings shall not incur any Liens on Equity Interests of the Lead Borrower other than those permitted by Sections 7.01(a) and (ee).

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, incur any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement Agreement, Indebtedness described in Sections 6.1(c) and (d) and Indebtedness that has recourse only to the other Loan Documents (other than such Indebtedness represented by Holdings’ guarantee Capital Stock of obligations under any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the foregoing and operating leases of its Subsidiaries), Holdings Subsidiary; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired acquired, leased (as lessee), or licensed (as licensee) by it other than Permitted Liens permitted by Section 7.01 of the types described in Sections 6.2(a) through (but only d) (read as if such clauses applied to the extent securing obligations Holdings) and Liens on Capital Stock of Excluded Holdings Subsidiaries (and any proceeds or liabilities which Holdings is not prohibited from incurring or owing under the terms of this Agreement and the other Loan Documentsproducts thereof), or ; (c) engage in any business or material activity or own any material assets (other than (i) those incidental to its ownership directly holding the Capital Stock of Parent and investing in and holding the Equity Interests Capital Stock of the Borrowers and any Captive Insurance Excluded Holdings Subsidiary, ; (ii) holding performing its obligations under the Subordinated Contribution NoteCredit Documents, and to the extent not inconsistent therewith, the Related Agreements, the Five Points Acquisition Documents and, the TrueBridge Acquisition Documents and the Enhanced Capital Acquisition Documents; (iii) maintenance of its legal existence (including the ability to incur fees, costs holding Cash and expenses relating to such maintenance)Cash Equivalents, (iv) the performance holding other assets on a temporary basis pending dividend or distribution to holders of its obligations with respect to the Loan Documents and Capital Stock or Investment in Parent or any other Indebtedness permitted to be incurred by Excluded Holdings under this Agreement or the other Loan DocumentsSubsidiary, (v) to the 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 Capital Stock (other than Disqualified Capital Stock) and payment of dividends, the making of contributions to the capital of the Borrower, activities incidental thereto 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 (ix) any activities incidental to the foregoingpermitted assets, liabilities and activities described above, and the maintenance of Holdings’ 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). ; (d) consolidate with or merge with or into, or Dispose all or substantially all its assets to, any Person; (e) Dispose of any Capital Stock of Parent (other than (x) the contribution by Holdings shall not incur any Liens on Equity Interests of all of the Lead Borrower outstanding Capital Stock in Company to Intermediate Holdings substantially contemporaneously with the Five Points Acquisition Closing, (y) the issuance of Capital Stock of Intermediate Holdings to other Equity Investors therein on the Five Points Acquisition Closing Date and, the TrueBridge Acquisition Closing Date and the Enhanced Capital Acquisition Closing Date, and (z) from and after the Five Points Acquisition Closing, any disposition of the outstanding Capital Stock in Parent permitted by this Agreement and that would not constitute a Change of Control); (f) create or acquire any subsidiary or make or own any Investment in any Person other than those permitted by Sections 7.01(aParent and Excluded Holdings Subsidiaries (and Investments in Cash and Cash Equivalents); or (g) fail to hold itself out to the public as a legal entity separate and (ee).distinct from all other Persons