Common use of Permitted Activities of Holdings Clause in Contracts

Permitted Activities of Holdings. (a) Holdings shall not (i) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the other Credit Documents and the Related Agreements, Indebtedness permitted under Section 6.1, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence; (ii) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (iii) engage in any business or activity or own any assets other than (A) holding 100% of the Equity Interests of Borrower and activities incidental thereto, (B) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements, (C) holding the cash proceeds of any Restricted Junior Payments to the extent permitted by this Agreement, (D) filing tax reports and paying taxes in the ordinary course, (E) preparing reports to Governmental Authorities and to its shareholders, (F) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable law, and (G) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (iv) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person; (v) sell or otherwise dispose of any Equity Interests of any of its direct Subsidiaries; (vi) create or acquire any direct Subsidiary or make or own any Investment in any Person other than Borrower; or (vii) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. (a) Holdings shall not (ia) incur, directly or indirectly, incur any Indebtedness or any other obligation or liability whatsoever other than (i) the Indebtedness under this Agreement and the other Credit Documents, (ii) Indebtedness and obligations under this Agreementclauses (p), the other Credit Documents and the Related Agreements, Indebtedness permitted under (q) or (r) of Section 6.1, (iii) obligations and liabilities imposed by lawincidental to such ownership of Equity Interests of the Borrower, including tax liabilities, (iv) obligations and other liabilities incidental to its existencecorporate existence (such as tax, accounting and employment matters) and its status as a public reporting company and incurred in the ordinary course of business (including providing indemnification to officers and directors and procuring insurance), (v) its obligations and liabilities under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (vi) obligations and liabilities in connection with any offering or issuance of its Equity Interests (including under any agreements described in clause (c)(iii) below), (vii) management and administration of its stock compensation and benefits plans, (viii) guaranties of obligations (other than Indebtedness) of any of its Subsidiaries to vendors, trade creditors or other third parties solely to the extent such obligations are permitted hereunder, (ix) obligations and liabilities under applicable laws, and (x) obligations and liabilities reasonably incidental to the foregoing clauses (i) through (ix); (iib) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (iiic) engage in any business or activity or own any assets other than (Ai) holding 100% of the Equity Interests of the Borrower and activities incidental thereto, (B) performing its obligations and activities incidental thereto under to such ownership of Equity Interests of the Credit Documents, and to the extent not inconsistent therewith, the Related AgreementsBorrower, (C) holding the cash proceeds of any Restricted Junior Payments to the extent permitted by this Agreement, (D) filing tax reports and paying taxes in the ordinary course, (E) preparing reports to Governmental Authorities and to its shareholders, (F) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable law, and (Gii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement, (iii) executing and becoming a party to any agreement in connection with a Permitted Acquisition or similar Investment permitted pursuant to Section 6.6, which agreement contemplates the issuance of Equity Interests of Holdings as consideration for any such Permitted Acquisition or similar Investment, (iv) assigning its rights and obligations under the Aircraft Purchase Agreement to the Aircraft SPV and complying with its obligations and enforcing its rights under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (v) making capital contributions to the Borrower and (vi) engaging in business and activities required to enable it to perform obligations permitted by clause (a) of this Section 6.13; (ivd) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person; (ve) sell or otherwise dispose of any Equity Interests of any of its direct Subsidiariesthe Borrower; (vif) create or acquire any direct Subsidiary or make or own any Investment (including owning any Equity Interests) in any Person other than Borrower; or (viig) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. (a) Holdings shall not (ia) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations (i) under this Agreementthe Credit Documents, (ii) under the other Credit the Term Loan Documents and the Related Agreements, Indebtedness (iii) permitted under by Section 6.1, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence6.1(m); (iib) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2party; (iiic) engage in any business or activity or own any assets other than (Ai) holding 100% of the Equity Interests Capital Stock of Borrower and activities incidental thereto, Company; (Bii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements, Term Loan Documents; (Ciii) holding the cash proceeds of any making Restricted Junior Payments to the extent permitted by Section 6.5 of this Agreement, Agreement and Section 6.5 of the Term Loan Facility; (D) filing tax reports and paying taxes in the ordinary course, (E) preparing reports to Governmental Authorities and to its shareholders, (F) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable law, and (Giv) making Restricted Junior Payments and Investments to the extent permitted by Section 6.7 of this AgreementAgreement and Section 6.7 of the Term Loan Facility; (ivv) issuances of its Capital Stock; (vi) conducting activities arising by virtue of its status as a public company, including without limitation, compliance with its reporting obligations and other requirements applicable to public companies; and (vii) retaining Cash in a deposit account subject to a Blocked Account Agreement in the amount of any Restricted Payments received from the Company pursuant to Section 6.5(d)(i); (d) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (ve) sell or otherwise dispose of any Equity Interests Capital Stock of any of its direct Subsidiaries; (vif) create or acquire any direct Subsidiary or make or own any Investment in any Person other than BorrowerCompany; or (viig) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. (a) Holdings shall not (ia) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations (i) under this Agreementthe Credit Documents, (ii) under the other Revolving Credit Documents and the Related Agreements, Indebtedness (iii) permitted under by Section 6.1, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence6.1(m); (iib) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2party; (iiic) engage in any business or activity or own any assets other than (Ai) holding 100% of the Equity Interests Capital Stock of Borrower and activities incidental thereto, Company; (Bii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements, Revolving Credit Documents; (Ciii) holding the cash proceeds of any making Restricted Junior Payments to the extent permitted by Section 6.5 of this Agreement, Agreement and Section 6.5 of the Revolving Credit Facility; (D) filing tax reports and paying taxes in the ordinary course, (E) preparing reports to Governmental Authorities and to its shareholders, (F) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable law, and (Giv) making Restricted Junior Payments and Investments to the extent permitted by Section 6.7 of this AgreementAgreement and Section 6.7 of the Revolving Credit Facility; (ivv) issuances of its Capital Stock; (vi) conducting activities arising by virtue of its status as a public company, including without limitation, compliance with its reporting obligations and other requirements applicable to public companies; and (vii) retaining Cash in a deposit account subject to a Blocked Account Agreement in the amount of any Restricted Payments received from the Company pursuant to Section 6.5(d)(i); (d) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (ve) sell or otherwise dispose of any Equity Interests Capital Stock of any of its direct Subsidiaries; (vif) create or acquire any direct Subsidiary or make or own any Investment in any Person other than BorrowerCompany; or (viig) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. (a) Holdings shall not (ia) incur, directly or indirectly, incur any Indebtedness or any other obligation or liability whatsoever other than (i) the Indebtedness under this Agreement and the other Credit Documents, (ii) Indebtedness and obligations under this Agreementclauses (p), the other Credit Documents and the Related Agreements, Indebtedness permitted under (q) or (r) of Section 6.1, (iii) obligations and liabilities imposed by lawincidental to such ownership of Equity Interests of the Borrower, including tax liabilities, (iv) obligations and other liabilities incidental to its existencecorporate existence (such as tax, accounting and employment matters) and its status as a public reporting company and incurred in the ordinary course of business (including providing indemnification to officers and directors and procuring insurance), (v) its obligations and liabilities under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (vi) obligations and liabilities in connection with any offering or issuance of its Equity Interests (including under any agreements described in clause (c)(iii) below), (vii) management and administration of its stock compensation and benefits plans, (viii) guaranties of obligations (other than Indebtedness) of any of its Subsidiaries to vendors, trade creditors or other third parties solely to the extent such obligations are permitted hereunder, (ix) obligations and liabilities under applicable laws, and (x) obligations and liabilities reasonably incidental to the foregoing clauses (i) through (ix); (iib) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (iiic) engage in any business or activity or own any assets other than (Ai) holding 100% of the Equity Interests of the Borrower and activities incidental thereto, (B) performing its obligations and activities incidental thereto under to such ownership of Equity Interests of the Credit Documents, and to the extent not inconsistent therewith, the Related AgreementsBorrower, (C) holding the cash proceeds of any Restricted Junior Payments to the extent permitted by this Agreement, (D) filing tax reports and paying taxes in the ordinary course, (E) preparing reports to Governmental Authorities and to its shareholders, (F) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable law, and (Gii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement, (iii) executing and becoming a party to any agreement in connection with a Permitted Acquisition or similar Investment permitted pursuant to Section 6.6, which agreement contemplates the issuance of Equity Interests of Holdings as consideration for any such Permitted Acquisition or similar Investment, (iv) complying with its obligations and enforcing its rights under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (v) making capital contributions to the Borrower and (vi) engaging in business and activities required to enable it to perform obligations permitted by clause (a) of this Section 6.13; (ivd) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person; (ve) sell or otherwise dispose of any Equity Interests of any of its direct Subsidiariesthe Borrower; (vif) create or acquire any direct Subsidiary or make or own any Investment (including owning any Equity Interests) in any Person other than Borrower; or (viig) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. (a) Notwithstanding anything herein to the contrary, Holdings shall not (ia) incur, directly or indirectly, incur any Indebtedness or any other obligation or liability whatsoever other than (i) the Indebtedness and obligations under this Agreement, Agreement and the other Credit Loan Documents to which Holdings is a party and the Related Agreements, Indebtedness permitted under Section 6.1, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence; (ii) create Guarantees of the obligations of the Borrower or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed by it other than Subsidiary of the Liens created under the Collateral Documents to which it Borrower that is a party Loan Party in connection with leases otherwise permitted hereby entered into by the Borrower or permitted pursuant to Section 6.2; any Subsidiary of the Borrower that is a Loan Party, (iiib) engage in any business or operating activity or own any assets other than (Ai) holding 100% of the Equity Interests of Borrower and activities incidental thereto, Borrower; (Bii) performing its obligations and activities incidental thereto under the Credit Documents, Loan Documents to which it is a party and other Indebtedness and liens and guarantees permitted hereunder; (iii) issuing its own Equity Interests subject to the extent not inconsistent therewith, the Related Agreements, terms hereof and performing its obligations and undertaking activities incidental thereto; (C) holding the cash proceeds of any Restricted Junior Payments to the extent permitted by this Agreement, (Div) filing tax reports and paying taxes in the ordinary course, course of business (Eand contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders, ; (Fi) holding directors and shareholders director or shareholder meetings, preparing corporate its books and records and performing other corporate actions and activities required to maintain its separate corporate structure or to comply with applicable lawrequirements of Law, or its Organization Documents; and (Gvii) making Restricted Junior Payments and Investments to the extent Restricted Payments are permitted by this Agreementto be made to Holdings pursuant to Section 6.05; or (ivc) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, permit any Person; (v) sell or otherwise dispose of any Liens on the Equity Interests of any of its direct Subsidiaries; (vi) create or acquire any direct Subsidiary or make or own any Investment in any Person Borrower other than Borrower; or (vii) fail to hold itself out to Liens in favor of the public as a legal entity separate and distinct from all other PersonsAdministrative Agent, on behalf of the Secured Parties.

Permitted Activities of Holdings. (a) Holdings shall not (ia) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the other Credit Documents Documents, and the Related Agreements, Indebtedness permitted under Section 6.1, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existenceABL Credit Documents; (iib) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased (as lessee), or licensed (as licensee) by it other than Permitted Liens of the Liens created under the Collateral Documents to which it is a party or permitted pursuant to types described in Section 6.26.2(a) through 6.2(d) and 6.2(m); (iiic) engage in any business or activity or own any assets other than (Ai) directly holding 100% of the Equity Interests Capital Stock of Borrower and activities incidental thereto, Companies; (Bii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements, ABL Credit Documents; (Ciii) holding the cash proceeds of any Restricted Junior Payments issuing its own Capital Stock to the extent permitted by this Agreement, hereby; (Div) filing tax reports and paying taxes Taxes, and other customary obligations in the ordinary course, course (Eand contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders, ; (Fvi) holding directors director and shareholders shareholder meetings, preparing corporate organizational records and other corporate organizational activities required to maintain its separate corporate organizational structure or to comply with applicable lawlaws; (vii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes related to such maintenance); (Gviii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; and (ivix) to the extent not otherwise inconsistent with Holdings obligations in this Section 6.14, such other ordinary course activities that are consistent with its activities as of the Closing Date (or related thereto or any reasonable extensions thereof); (d) consolidate with or merge with or into, or convey, transfer, lease or license Dispose of all or substantially all of its assets to, any Person; (ve) sell or otherwise dispose Dispose of any Equity Interests Capital Stock of any of its direct Subsidiaries; (vif) create or acquire any direct Subsidiary or make or own any Investment in any Person other than BorrowerCompanies; or (viig) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. (a) Holdings shall not (ia) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever whatsoever, other than the Indebtedness guarantees and obligations under this Agreement, the other Credit Documents and the Related Agreements, Indebtedness permitted ABL Credit Agreement and the guaranty of the performance by Vertex Refining LA of its obligations under Section 6.1, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existencethe Assumed Contracts (as defined under the Closing Date Purchase Agreement); (iib) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Collateral Documents to which it is a party or Liens permitted pursuant to Section 6.2; (iiic) engage in any business or activity or own any assets other than (Ai) holding 100% of the Equity Interests Capital Stock of Borrower and activities incidental thereto, Company; (Bii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements, ; (C) holding the cash proceeds of any Restricted Junior Payments to the extent permitted by this Agreement, (D) filing tax reports and paying taxes in the ordinary course, (E) preparing reports to Governmental Authorities and to its shareholders, (F) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable law, and (Giii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; and (iv) prior to the applicable dates set forth on Schedule 5.15, holding the assets and contracts described on Schedule 5.15; (d) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (ve) sell or otherwise dispose of any Equity Interests Capital Stock of any of its direct Subsidiaries; (vif) create or acquire any direct Subsidiary or make or own any Investment in any Person other than BorrowerCompany; or (viig) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons; provided, that Holdings shall be permitted to be parties to the contracts and maintain bank accounts and employee benefit and compensation plans that it is party to and maintains on the Closing Date until such time as those items are required to be have been transferred to the Borrower pursuant to Section 5.15.

Permitted Activities of Holdings. (a) Holdings shall not (i) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this AgreementObligations, the Working Capital Debt and Indebtedness owing to other Credit Documents and the Related Agreements, Indebtedness permitted under Section 6.1, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existenceParties; (ii) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (iii) engage in any business or activity or own any assets other than (A) holding one hundred percent (100% %) of the Equity Interests Capital Stock of Borrower its Subsidiaries, the Investments it owns on the Closing Date and activities incidental thereto, Permitted Acquisitions; (B) performing its obligations and activities incidental thereto under the Credit Documents and the Working Capital Documents, and to the extent not inconsistent therewith, the Related Agreements, ; (C) holding maintaining the cash proceeds management system of any the Credit Parties, (D) making Restricted Junior Payments Payments, Investments and Permitted Acquisitions to the extent permitted by this Agreement, (D) filing tax reports and paying taxes in the ordinary course, (E) preparing reports to Governmental Authorities and to its shareholders, (F) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable law, and (G) making receiving Restricted Junior Payments and Investments to the extent permitted by this Agreement; (iv) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (v) sell or otherwise dispose of any Equity Interests Capital Stock of any of its direct Subsidiaries, except to the extent expressly permitted hereunder; (vi) create or acquire any direct Subsidiary or make or own any Investment in any Person other than Borrowerthe Subsidiaries and Investments it owns on the Closing Date and Permitted Acquisitions; or (vii) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. (a) Holdings shall not (ia) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the other Credit Documents and the Related Agreements, Indebtedness permitted under Section 6.1, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence; (iib) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (iiic) engage in any business or activity or own any assets other than (Ai) holding 100% of the Equity Interests Capital Stock of Borrower and activities incidental theretoXxxxXxxxx.xxx, LLC; (Bii) performing its obligations and activities incidental thereto under applicable laws and regulations, the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements, ; (C) holding the cash proceeds of any Restricted Junior Payments to the extent permitted by this Agreement, (D) filing tax reports and paying taxes in the ordinary course, (E) preparing reports to Governmental Authorities and to its shareholders, (F) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable law, and (Giii) making Restricted Junior Payments and Investments and other actions to the extent permitted by this Agreement; (iv) the execution and delivery or, and the performance of rights and obligations under, any guarantees of leases or insurance obligations or other guarantees (including in connection with workers compensation insurance or self-insurance), in each case, to the extent permitted hereunder; (v) providing indemnification to officers and directors in the ordinary course of business and (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower and itstheir Subsidiaries; (d) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (ve) sell or otherwise dispose of any Equity Interests Capital Stock of any of its direct Subsidiaries; (vif) create or acquire any direct Subsidiary or make or own any Investment in any Person other than Borrower, Target (BiteSquad) and any other Subsidiary that becomes a Subsidiary Guarantor in accordance with the terms of this Agreement; or (viig) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. (a) Holdings shall not (ia) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the (i) Permitted Holding Company Debt, (ii) Indebtedness and obligations under this Agreement, Agreement and the other Credit Documents or under the First Lien Credit Documents, (iii) Guarantee Obligations in respect of Indebtedness or other obligations or liabilities of the Company or any Restricted Subsidiary permitted to be incurred pursuant to the terms of this Agreement and the Related (iv) Indebtedness in respect of Hedging Agreements, Indebtedness permitted under Section 6.1, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence; (iib) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Collateral Security Documents or the First Lien Credit Documents to which it is a party or permitted pursuant to Section 6.2nonconsensual Liens imposed by operation of law; or (iiic) engage in any business or activity or own any assets other than (Ai) holding 100% those incidental to its ownership of the Equity Interests Stock and Stock Equivalents of Borrower and activities incidental theretothe Company, any public offering of its Stock or any transaction that Holdings is permitted to enter into or consummate under this Section 10.12, (Bii) performing its obligations and activities incidental thereto under the Credit Documents and the First Lien Credit Documents, and to the extent not inconsistent therewith, the Related Agreements, (Ciii) holding the cash proceeds of any Restricted Junior Payments making Investments to the extent permitted by this Agreement, (D) filing tax reports and paying taxes in the ordinary course, (E) preparing reports to Governmental Authorities and to its shareholders, (F) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable law, and (Giv) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (iv) consolidate that payment for such Investments is made solely with Stock or merge with Stock Equivalents and/or the proceeds of Holding Company Debt or intothe issuance of Stock of Stock Equivalents of Holdings, or convey, transfer, lease or license all or substantially all its assets to, any Person; (v) sell or otherwise dispose making other Investments with the proceeds of any Equity Interests of any of its direct Subsidiaries; dividends received from the Company in compliance with Section 10.6(d)(iv), and (vi) create or acquire any direct Subsidiary or make or own any Investment in the Company or any Person other than Borrower; or (vii) fail to hold itself out to the public as a legal entity separate and distinct from all other PersonsRestricted Subsidiary.

Permitted Activities of Holdings. (a) Holdings shall not (ia) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever whatsoever, other than the (i) Indebtedness and obligations under this AgreementAgreement and the other Loan Documents (other than suchand (ii) Indebtedness represented by Holdings’ guarantee of obligations under any Additional Permitted Debt Documents, the other Credit Documents Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the foregoing and the Related Agreementsoperating leases of its Subsidiaries), Indebtedness permitted under Section 6.1, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence; (iib) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed acquired by it other than Liens permitted by Section 7.01 (but only to the Liens created extent securing obligations or liabilities which Holdings is not prohibited from incurring or owing under the Collateral Documents to which it is a party terms of this Agreement and the other Loan Documents), or permitted pursuant to Section 6.2; (iiic) engage in any business or activity or own any assets (other than (Ai) holding 100% those incidental to its ownership of the Equity Interests of Borrower the Borrowers and activities incidental theretoany Captive Insurance Subsidiary, (Bii) performing 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 activities incidental thereto any other Indebtedness permitted to be incurred by Holdings under this Agreement or the Credit other Loan Documents, and (v) to the extent not inconsistent therewithotherwise prohibited by the terms of this Agreement or the other Loan Documents, financing activities relating to the issuance of its securities, the Related Agreementsdeclaration and payment of dividends, (C) holding the cash proceeds making of any Restricted Junior Payments contributions to the extent permitted by this Agreement, (D) filing tax reports and paying taxes in capital of the ordinary course, (E) preparing reports to Governmental Authorities and to its shareholders, (F) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable lawBorrower, and (G) making Restricted Junior Payments and Investments to guaranteeing the extent permitted by this Agreement; (iv) consolidate with or merge with or intoobligations of the Borrowers, or convey, transfer, lease or license all or substantially all its assets to, any Person; (v) sell or otherwise dispose of any Equity Interests of any of its direct Subsidiaries; (vi) create or acquire any direct Subsidiary or make or own any Investment participating in any Person tax, accounting and other than Borrower; or (vii) fail to hold itself out to the public administrative matters as a legal entity separate member of the consolidated group of Holdings and distinct from all other Persons.the Borrower,

Permitted Activities of Holdings. (a) Other than as may be permitted by the Credit and Guaranty Agreement, Borrower shall ensure that Holdings shall not (ia) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the other Credit Documents and the Related Agreements, Indebtedness permitted under Section 6.1, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence; (iib) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (iiic) engage in any business or activity or own any assets other than (Ai) holding 100% of the Equity Interests Capital Stock of Borrower OpCo and activities incidental theretoXxxxXxxxx.xxx, LLC; (Bii) performing its obligations and activities incidental thereto under applicable laws and regulations, the Credit Documentsand Guaranty Agreement, and to the extent not inconsistent therewith, the Related Agreements, (C) holding Agreements and the cash proceeds of any Restricted Junior Payments to the extent permitted by this Agreement, (D) filing tax reports and paying taxes in the ordinary course, (E) preparing reports to Governmental Authorities and to its shareholders, (F) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable law, Credit Documents; and (Giii) making Restricted Junior Payments and Investments and other actions to the extent permitted by this Agreement; (iv) the execution and delivery or, and the performance of rights and obligations under, any guarantees of leases or insurance obligations or other guarantees (including in connection with workers compensation insurance or self-insurance), in each case, to the extent permitted hereunder; (v) providing indemnification to officers and directors in the ordinary course of business and (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and OpCo and itstheir Subsidiaries; (d) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (ve) sell or otherwise dispose of any Equity Interests Capital Stock of any of its direct Subsidiaries; (vif) create or acquire any direct Subsidiary or make or own any Investment in any Person other than BorrowerOpCo, Target (BiteSquad) and any other Subsidiary that becomes a Guarantor Subsidiary in accordance with the terms of the Credit and Guaranty Agreement; or (viig) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. (a) Notwithstanding anything to the contrary contained herein, Holdings shall not (ia) 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 this AgreementSection 6.1 (including, the other Credit Documents and the Related Agreementswithout limitation, Indebtedness permitted under Section 6.1and obligations owing to Company, liabilities imposed by lawPermitted Seller Notes and Earn-Out Obligations and Indebtedness and obligations set forth on Schedule 6.1 for which Holdings is obligor as of the Closing Date), including tax liabilities, obligations to pay Transaction Costs and other liabilities incidental to its existenceobligations for Taxes and administrative costs and expenses as contemplated on Sections 6.5(l) and 6.5(m); (iib) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (iiic) engage in any business or activity or own any assets other than (Ai) holding 100% of the Equity Interests Capital Stock of Borrower and activities incidental theretoCompany, (Bii) performing its obligations under Permitted Seller Notes and activities incidental thereto under the Credit Documents, Earn-Out Obligations and to the extent not inconsistent therewith, the Related Agreements, for Taxes and administrative costs and expenses as contemplated by Sections 6.5(l) and 6.5(m); (C) holding the cash proceeds of any Restricted Junior Payments to the extent permitted by this Agreement, (D) filing tax reports and paying taxes in the ordinary course, (E) preparing reports to Governmental Authorities and to its shareholders, (F) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable law, and (Giii) making Restricted Junior Payments and Investments to the extent permitted not prohibited by this Agreement; (iv) entering into confidentiality and non-disclosure agreements entered into in the ordinary course of business and (v) performing its obligations and activities incidental to the foregoing to the extent not prohibited under the Credit Documents; (d) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (ve) sell or otherwise dispose of any Equity Interests Capital Stock of any of its direct SubsidiariesSubsidiaries except to the extent permitted by Section 6.9; (vif) create or acquire any direct Subsidiary or make or own any Investment in any Person other than BorrowerCompany and other than as permitted under Section 6.7(g); or (viig) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. (a) Holdings shall not (i) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this AgreementObligations, the Term Loan Debt and Indebtedness owing to other Credit Documents and the Related Agreements, Indebtedness permitted under Section 6.1, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existenceParties; (ii) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (iii) engage in any business or activity or own any assets other than (A) holding one hundred percent (100% %) of the Equity Interests Stock of Borrower its Subsidiaries, the Investments it owns on the Closing Date and activities incidental thereto, Permitted Acquisitions; (B) performing its obligations and activities incidental thereto under the Credit Loan Documents and the Term Loan Documents, and to the extent not inconsistent therewith, the Related Agreements, ; (C) holding maintaining the cash proceeds management system of any the Credit Parties, (D) making Restricted Junior Payments Payments, Investments and Permitted Acquisitions to the extent permitted by this Agreement, (D) filing tax reports Agreement and paying taxes in the ordinary course, (E) preparing reports to Governmental Authorities and to its shareholders, (F) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable law, and (G) making receiving Restricted Junior Payments and Investments to the extent permitted by this Agreement; (iv) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (v) sell or otherwise dispose of any Equity Interests Stock of any of its direct Subsidiaries, except to the extent expressly permitted hereunder; (vi) create or acquire any direct Subsidiary or make or own any Investment in any Person other than Borrowerthe Subsidiaries and Investments it owns on the Closing Date and Permitted Acquisitions; or (vii) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. (a) Holdings shall not (ia) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the (i) Permitted Holding Company Debt, (ii) Indebtedness and obligations under this Agreement, Agreement and the other Credit Documents or under the Second Lien Credit Documents, (iii) Guarantee Obligations in respect of Indebtedness or other obligations or liabilities of the Company or any Restricted Subsidiary permitted to be incurred pursuant to the terms of this Agreement and the Related (iv) Indebtedness in respect of Hedging Agreements, Indebtedness permitted under Section 6.1, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence; (iib) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Collateral Security Documents or the Second Lien Credit Documents to which it is a party or permitted pursuant to Section 6.2nonconsensual Liens imposed by operation of law; or (iiic) engage in any business or activity or own any assets other than (Ai) holding 100% those incidental to its ownership of the Equity Interests Stock and Stock Equivalents of Borrower and activities incidental theretothe Company, any public offering of its Stock or any transaction that Holdings is permitted to enter into or consummate under this Section 10.12, (Bii) performing its obligations and activities incidental thereto under the Credit Documents and the Second Lien Credit Documents, and to the extent not inconsistent therewith, the Related Agreements, (Ciii) holding the cash proceeds of any Restricted Junior Payments making Investments to the extent permitted by this Agreement, (D) filing tax reports and paying taxes in the ordinary course, (E) preparing reports to Governmental Authorities and to its shareholders, (F) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable law, and (Giv) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (iv) consolidate that payment for such Investments is made solely with Stock or merge with Stock Equivalents and/or the proceeds of Holding Company Debt or intothe issuance of Stock of Stock Equivalents of Holdings, or convey, transfer, lease or license all or substantially all its assets to, any Person; (v) sell or otherwise dispose making other Investments with the proceeds of any Equity Interests of any of its direct Subsidiaries; dividends received from the Company in compliance with Section 10.6(d)(iv), and (vi) create or acquire any direct Subsidiary or make or own any Investment in the Company or any Person other than Borrower; or (vii) fail to hold itself out to the public as a legal entity separate and distinct from all other PersonsRestricted Subsidiary.

Permitted Activities of Holdings. (a) Notwithstanding anything to the contrary contained herein, Holdings shall not (ia) 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 this AgreementSection 6.1 (including, the other Credit Documents and the Related Agreementswithout limitation, Indebtedness permitted under Section 6.1and obligations owing to Company, liabilities imposed by lawPermitted Seller Notes and Earn-Out Obligations and Indebtedness and obligations set forth on Schedule 6.1 for which Holdings is obligor as of the Closing Date), including tax liabilitiesobligations to pay Transaction Costs, obligations for Taxes and other liabilities incidental to its existenceadministrative costs and expenses as contemplated on Sections 6.5(1) and 6.5(m); (iib) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (iiic) engage in any business or activity or own any assets other than (Ai) holding 100% of the Equity Interests Capital Stock of Borrower and activities incidental theretoCompany, (Bii) performing its obligations and activities incidental thereto under the Credit Documents, (iii) performing its obligations under Permitted Seller Notes and to the extent not inconsistent therewith, the Related Agreements, (CEarn-Out Obligations and for Taxes and administrative costs and expenses as contemplated by Sections 6.5(1) holding the cash proceeds of any Restricted Junior Payments to the extent permitted by this Agreement, (D) filing tax reports and paying taxes in the ordinary course, (E) preparing reports to Governmental Authorities and to its shareholders, (F) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable law, 6.5(m); and (Giv) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (ivd) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (ve) sell or otherwise dispose of any Equity Interests Capital Stock of any of its direct SubsidiariesSubsidiaries except to the extent permitted by Section 6.9; (vif) create or acquire any direct Subsidiary or make or own any Investment in any Person other than BorrowerCompany and other than as permitted under Section 6.7(g); or (viig) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. (a) Holdings shall not (ia) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the other Credit Documents Documents, and the Related Agreements, Indebtedness permitted under Section 6.1, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existenceABL Credit Documents; (iib) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased (as lessee), or licensed (as licensee) by it other than Permitted Liens of the Liens created under the Collateral Documents to which it is a party or permitted pursuant to types described in Section 6.26.2(a) through 6.2(d) and 6.2(m); (iiic) engage in any business or activity or own any assets other than (Ai) directly holding 100% of the Equity Interests Capital Stock of Borrower and activities incidental thereto, Companies; (Bii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements, ABL Credit Documents; (Ciii) holding the cash proceeds of any Restricted Junior Payments issuing its own Capital Stock to the extent permitted by this Agreement, hereby; (Div) filing tax reports and paying taxes Taxes, and other customary obligations in the ordinary course, course (Eand contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders, ; (Fvi) holding directors director and shareholders shareholder meetings, preparing corporate organizational records and other corporate organizational activities required to maintain its separate corporate organizational structure or to comply with applicable lawlaws; (vii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes related to such maintenance); (Gviii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; and (ivix) to the extent not otherwise inconsistent with Holdings obligations in this Section 6.14, such other ordinary course activities that are consistent with its activities as of the Closing Date (or related thereto or any reasonable extensions thereof); (d) consolidate with or merge with or into, or convey, transfer, lease or license Dispose of all or substantially all of its assets to, any Person; (ve) sell or otherwise dispose Dispose of any Equity Interests Capital Stock of any of its direct Subsidiaries; (vif) create or acquire any direct Subsidiary or make or own any Investment in any Person other than BorrowerCompanies; or (viig) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons. 6.15. [Intentionally Reserved]. 6.16.

Permitted Activities of Holdings. (a) Holdings shall not (ia) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under or otherwise permitted to be incurred by this Agreement, the other Credit Documents and the Related Agreements, Indebtedness permitted under Section 6.1, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence; (iib) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (iiic) engage in any business or activity or own any assets other than (Ai) holding holding, directly or indirectly, 100% of the Equity Interests Capital Stock of each Borrower and activities incidental theretoAudatex Holdings, Inc., (Bii) performing its obligations and activities incidental thereto under the Credit Documents, (including granting Liens and Restricted Junior Payments) and to the extent not inconsistent therewith, the Related Agreements, ; (Ciii) holding the cash proceeds of any Restricted Junior Payments issuing its own equity interests subject to the extent permitted by this Agreement, terms hereof; (Div) filing tax reports and paying taxes in the ordinary course, ; (Ev) preparing reports to Governmental Authorities and to its shareholders, ; (Fvi) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable lawRequirements of Law, (vii) effecting a Qualifying IPO and (Gviii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (ivd) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (ve) sell or otherwise dispose of any Equity Interests Capital Stock of any of its direct Subsidiaries; (vif) create or acquire any direct Subsidiary or make or own any Investment in any Person other than BorrowerBorrowers; or (viig) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. (a) Holdings shall not (i) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the other Credit Documents and the Related Agreements, Indebtedness permitted under Section 6.1, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence; (ii) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (iii) engage in any business or activity or own any assets other than (A) holding 100% of the Equity Interests of Borrower and activities incidental thereto, (B) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements, (C) holding the cash proceeds of any Restricted 105 Junior Payments to the extent permitted by this Agreement, (D) filing tax reports and paying taxes in the ordinary course, (E) preparing reports to Governmental Authorities and to its shareholders, (F) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable law, and (G) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (iv) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person; (v) sell or otherwise dispose of any Equity Interests of any of its direct Subsidiaries; (vi) create or acquire any direct Subsidiary or make or own any Investment in any Person other than Borrower; or (vii) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. (a) Holdings shall not (ia) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement and the other Loan Documents (other than such Indebtedness represented by Holdings’ guarantee of obligations under the ABL Credit Agreement, the other Credit Documents Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the foregoing and the Related Agreementsoperating leases of its Subsidiaries), Indebtedness permitted under Section 6.1, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence; (iib) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Collateral Documents to which it is a party and Liens permitted by Section 7.01, or permitted pursuant to Section 6.2; (iiic) engage in any business or activity or own any assets (other than (Ai) holding 100% those incidental to its ownership of the Equity Interests of the Borrower and activities incidental theretoany Captive Insurance Subsidiary, (B) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements, (Cii) holding the cash proceeds of any Restricted Junior Payments to the extent permitted by this AgreementSubordinated Contribution Note, (Diii) filing tax reports maintenance of its legal existence (including the ability to incur fees, costs and paying taxes in the ordinary courseexpenses relating to such maintenance), (E) preparing reports to Governmental Authorities and to its shareholders, (F) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable law, and (G) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (iv) consolidate with any public offering of its common stock or merge with any other issuance or intosale of its Equity Interests, or convey, transfer, lease or license all or substantially all its assets to, any Person; (v) sell or otherwise dispose making of contributions to the capital of the Borrower and guaranteeing the obligations of the Borrower, (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 any of its direct Subsidiaries; (vi) create or acquire any direct Subsidiary or make or own any Investment in any Person the Borrower other than Borrower; or those permitted by Section 7.01(a), (viiee), (gg) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons(hh).

Permitted Activities of Holdings. (a) Notwithstanding anything to the contrary contained herein, Holdings shall not (ia) 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 this AgreementSection 6.1 (including, the other Credit Documents and the Related Agreementswithout limitation, Indebtedness permitted under Section 6.1and obligations owing to Company, liabilities imposed by lawPermitted Seller Notes and Earn-Out Obligations and Indebtedness and obligations set forth on Schedule 6.1 for which Holdings is obligor as of the Closing Date), including tax liabilitiesobligations to pay Transaction Costs, obligations for Taxes and other liabilities incidental to its existenceadministrative costs and expenses as contemplated on Sections 6.5(l) and 6.5(m); (iib) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (iiic) engage in any business or activity or own any assets other than (Ai) holding 100% of the Equity Interests Capital Stock of Borrower and activities incidental theretoCompany, (Bii) performing its obligations and activities incidental thereto under the Credit Documents, (iii) performing its obligations under Permitted Seller Notes and to the extent not inconsistent therewith, the Related Agreements, (CEarn-Out Obligations and for Taxes and administrative costs and expenses as contemplated by Sections 6.5(l) holding the cash proceeds of any Restricted Junior Payments to the extent permitted by this Agreement, (D) filing tax reports and paying taxes in the ordinary course, (E) preparing reports to Governmental Authorities and to its shareholders, (F) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable law, 6.5(m); and (Giv) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (ivd) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (ve) sell or otherwise dispose of any Equity Interests Capital Stock of any of its direct SubsidiariesSubsidiaries except to the extent permitted by Section 6.9; (vif) create or acquire any direct Subsidiary or make or own any Investment in any Person other than BorrowerCompany and other than as permitted under Section 6.7(g); or (viig) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. (a) Notwithstanding anything to the contrary contained herein, Holdings shall not (i) incurnot, directly or indirectly, (a) engage in any Indebtedness business or other activities, or enter into, execute or perform any business or transaction, (b) own or hold any material assets or property, (c) incur any Indebtedness, Guarantee Obligations, other obligation Contractual Obligations or liability whatsoever other than the Indebtedness and obligations under this Agreement, the other Credit Documents and the Related Agreements, Indebtedness permitted under Section 6.1, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence; or obligations of any kind, (iid) create or suffer to exist any Lien upon Liens on any of its assets or property or assets now owned or hereafter acquired, leased or licensed by it (other than the Liens created under the Collateral Credit Documents and non-consensual Liens arising by operation of law (and not relating to which it is a party or Indebtedness) to the extent permitted pursuant to Section 6.2; (iii9.02) engage in any business or activity or own any assets other than (A) holding 100% of the Equity Interests of Borrower and activities incidental thereto, (B) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements, (C) holding the cash proceeds of any Restricted Junior Payments to the extent permitted by this Agreement, (D) filing tax reports and paying taxes in the ordinary course, (E) preparing reports to Governmental Authorities and to its shareholders, (F) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable law, and (G) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (ive) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; , (v) sell or otherwise dispose of any Equity Interests of any of its direct Subsidiaries; (vif) create or acquire any direct Subsidiary or make or own any Investment in any Person other than Borrower; Person, or (viig) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons, in each case, other than (i) the Obligations (ii) the Liens created pursuant to the Credit Documents, (iii) its ownership of the Capital Stock of, and Investments in, EBS Enterprises, (iv) performing its obligations under the Management Agreement (to the extent permitted by this Agreement) and the Transaction Documents and Fourth Amendment Transaction Documents to which it is a party, (v) receiving Restricted Payments permitted by Section 9.06 and using such amounts for the purposes specified therein, (vi) the maintenance of its existence and legal, financial and accounting matters in connection with any activity otherwise not prohibited hereunder, (vii) the issuance and sale of its Capital Stock (other than any Disqualified Capital Stock), (viii) establishing and maintaining bank accounts in the ordinary course of business and in compliance with the Credit Documents (provided such accounts comply with Section 8.12), (ix) the providing of customary indemnification to officers, consultants, managers and directors of Holdings, in each case, in the ordinary course of business and (x) activities incidental to the businesses or activities described in preceding clauses (i) to (ix) of this Section 9.15 (including, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries and entering into employment agreements, stock option and stock ownership plans and other customary arrangements with officers, consultants, investment bankers, advisors, employees and directors in the ordinary course of business in connection with performing the activities contemplated by clauses (i) to (ix) above).

Permitted Activities of Holdings. (a) Holdings shall not (ia) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and the obligations under this Agreementwith respect to (i) Guaranteed Leases and (ii) Non-Credit Party Lease Guaranties, as such Non-Credit Party Lease Guaranties exist on the other Credit Documents and the Related AgreementsClosing Date without amendment, Indebtedness permitted under Section 6.1, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existenceexpansion or extension; (iib) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (iiic) engage in any business or activity or own any assets other than (Ai) holding 100% of the Equity Interests Capital Stock of Borrower and activities incidental thereto, Company; (Bii) performing its obligations and activities incidental thereto under the Credit Documents, and obligations with respect to the extent not inconsistent therewith, the Related Agreements, (CA) holding the cash proceeds of any Restricted Junior Payments to the extent permitted by this Agreement, (D) filing tax reports and paying taxes in the ordinary course, (E) preparing reports to Governmental Authorities and to its shareholders, (F) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable law, Guaranteed Leases and (GB) Non-Credit Party Lease Guaranties, as such Non-Credit Party Lease Guaranties exist on the Closing Date without amendment, expansion or extension; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (ivd) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (ve) sell or otherwise dispose of any Equity Interests Capital Stock of any of its direct Subsidiaries; (vif) create or acquire any direct Subsidiary or make or own any Investment in any Person other than BorrowerCompany; or (viig) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons, (h) holding certain liquor licenses outstanding on the Closing Date for the benefit of the Credit Parties and performing its obligations thereunder, or (i) other than with respect to (A) Guaranteed Leases and (B) Non-Credit Party Lease Guaranties, as such Non-Credit Party Lease Guaranties exist on the Closing Date without amendment, expansion or extension, directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to any obligations of any Person other than the Company and its Subsidiaries to the extent otherwise permitted by this Agreement and the other Credit Documents.

Permitted Activities of Holdings. (a) Other than as may be permitted by the Credit and Guaranty Agreement, Borrower shall ensure that Holdings shall not (ia) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the other Credit Documents and the Related Agreements, Indebtedness permitted under Section 6.1, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence; (iib) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (iiic) engage in any business or activity or own any assets other than (Ai) holding 100% of the Equity Interests Capital Stock of Borrower and activities incidental thereto, OpCo; (Bii) performing its obligations and activities incidental thereto under applicable laws and regulations, the Credit Documentsand Guaranty Agreement, and to the extent not inconsistent therewith, the Related Agreements, (C) holding Agreements and the cash proceeds of any Restricted Junior Payments to the extent permitted by this Agreement, (D) filing tax reports and paying taxes in the ordinary course, (E) preparing reports to Governmental Authorities and to its shareholders, (F) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable law, Credit Documents; and (Giii) making Restricted Junior Payments and Investments and other actions to the extent permitted by this Agreement; (iv) the execution and delivery or, and the performance of rights and obligations under, any guarantees of leases or insurance obligations or other guarantees (including in connection with workers compensation insurance or self-insurance), in each case, to the extent permitted hereunder; (v) providing indemnification to officers and directors in the ordinary course of business and (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and OpCo and its Subsidiaries; (d) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (ve) sell or otherwise dispose of any Equity Interests Capital Stock of any of its direct Subsidiaries; (vif) create or acquire any direct Subsidiary or make or own any Investment in any Person other than BorrowerOpCo; or (viig) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. (a) Holdings shall not (ia) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the other Credit Documents and the Related Agreements, Indebtedness permitted under Section 6.1, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence; (iib) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (iiic) engage in any business or activity or own any assets other than (Ai) holding holding, directly or indirectly, 100% of the Equity Interests Capital Stock of each Borrower and activities incidental theretoAudatex Holdings, Inc., (Bii) performing its obligations and activities incidental thereto under the Credit Documents, (including granting Liens and Restricted Junior Payments) and to the extent not inconsistent therewith, the Related Agreements, ; (Ciii) holding the cash proceeds of any Restricted Junior Payments issuing its own equity interests subject to the extent permitted by this Agreement, terms hereof; (Div) filing tax reports and paying taxes in the ordinary course, ; (Ev) preparing reports to Governmental Authorities and to its shareholders, ; (Fvi) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable lawRequirements of Law, (vii) effecting a Qualifying IPO and (Gviii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (ivd) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (ve) sell or otherwise dispose of any Equity Interests Capital Stock of any of its direct Subsidiaries; (vif) create or acquire any direct Subsidiary or make or own any Investment in any Person other than BorrowerBorrowers; or (viig) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. (a) Holdings shall not (ia) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the other Related Agreements and the Credit Documents and the Related Agreements, Indebtedness permitted under Section 6.1, liabilities imposed by law, including tax liabilities, obligations and other liabilities incidental to its existenceactivities; (b) issue any preferred Capital Stock other than preferred Capital Stock that (i) does not provide for any cash dividend payments or other cash distributions in respect thereof on or prior to the maturity of the Senior Subordinated Notes and (ii) by its terms or upon the happening of any event, does not (A) 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, leased or licensed acquired by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2party; (iiid) engage in any business or activity or own any assets other than (Ai) holding 100% of the Equity Interests Capital Stock of Borrower and activities incidental theretoCompany, (Bii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements, (C) holding the cash proceeds of any Restricted Junior Payments to the extent permitted by this Agreement, (D) filing tax reports and paying taxes in the ordinary course, (E) preparing reports to Governmental Authorities and to its shareholders, (F) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable law, Agreements and (Giii) making Restricted Junior Payments and Investments to the extent permitted by this Agreementin Company; (ive) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (vf) sell or otherwise dispose of any Equity Interests Capital Stock of any of its direct SubsidiariesCompany (including the Permitted Option); (vig) create or acquire any direct Subsidiary or make or own any Investment in any Person other than BorrowerCompany; or (viih) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.