Common use of Permitted Activities of Holdings Clause in Contracts

Permitted Activities of Holdings. Except during a Suspension Period, 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 the other Credit Documents; (b) 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; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests of Borrower, (ii) performing its obligations and activities incidental thereto under the Credit Documents and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (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 Equity Interest of the Borrower; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Borrower or a Subsidiary of the Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons (except that Holdings may merge with and into the Borrower).

Permitted Activities of Holdings. Except during a Suspension Period, Holdings shall not In the case of Holdings: (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than to the Indebtedness and obligations under this Agreement and the other Credit Documentsextent expressly permitted pursuant to Section 8.1; (b) create or suffer to exist any Lien upon any assets or 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 6.28.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests of the Borrower, (ii) performing its obligations and activities incidental thereto under the Credit Documents and (iii) issuing Equity Interests and making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (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 Equity Interest of the Borrower; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Borrower or a Subsidiary of the Borroweras expressly permitted pursuant to this Agreement; or (gf) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons (except that Holdings may merge with and into the Borrower)Persons.

Permitted Activities of Holdings. Except during a Suspension PeriodIn the case 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 Agreement, the other Loan Documents and the other Credit ABL Documents; (b) create or suffer to exist any Lien upon any assets or property or assets now owned or hereafter acquired, leased or licensed by it other than the Liens created under the Collateral Security Documents to which it is a party or permitted pursuant to Section 6.26.02; (c) engage in any business or activity or own any assets other than (i) holding 100100.0% of the Equity Interests of the Borrower, (ii) performing its obligations and activities incidental thereto under the Credit Loan Documents and the ABL Documents; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (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 Equity Interest Interests of any of its Subsidiaries except to the Borrowerextent expressly permitted by this Agreement; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Borrower or a Subsidiary of the Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons (except that Holdings may merge with and into the Borrower)Persons.

Permitted Activities of Holdings. Except during a Suspension Period, 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 the other Credit Approved Subordinated Debt Documents; (b) 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; (c) engage in any business or activity or own any assets other than (i) holding 100% Capital Stock of the Equity Interests of Borrower, Intermediate Holdings; (ii) performing its obligations and activities incidental thereto under the Credit Documents Documents, and to the extent not inconsistent therewith, the Approved Subordinated Debt Documents; and (iii) making Restricted Junior Payments (including Permitted Tax Payments) and Investments to the extent permitted by this Agreement; (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; (e) sell or otherwise dispose of any Equity Interest Capital Stock of the Borrowerany of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Borrower or a Subsidiary of the BorrowerIntermediate Holdings; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons (except that Holdings may merge with and into the Borrower)Persons.

Permitted Activities of Holdings. Except during a Suspension Period, 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 Credit DocumentsDocuments and the Related Agreements; (b) 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; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests of Borrower, (ii) performing its obligations and activities incidental thereto under the Credit Documents Documents, and to the extent not inconsistent therewith, the Related Agreements; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (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 Equity Interest of the Borrowerany of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Borrower or a Subsidiary of the Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons (except that Holdings may merge with and into the Borrower).

Permitted Activities of Holdings. Except during a Suspension Period, 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 Credit Documents and the other Credit DocumentsRelated Agreements; (b) 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; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests Capital Stock of Borrower, the Companies; (ii) performing its obligations and activities incidental thereto under the Credit Documents Documents, and to the extent not inconsistent therewith, the Related Agreements; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (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; (e) sell or otherwise dispose of any Equity Interest Capital Stock of the Borrowerany of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Borrower or a Subsidiary the Credit Parties; (g) issue any Capital Stock after the Closing Date, other than common shares of the BorrowerCapital Stock; or (gh) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons (except that Holdings may merge with and into the Borrower)Persons.

Permitted Activities of Holdings. Except during a Suspension Period, 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 Credit DocumentsDocuments and the Related Agreements; (b) 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; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests of Borrower, (ii) performing its obligations and activities incidental thereto under the Credit Documents Documents, and to the extent not inconsistent therewith, the Related Agreements; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (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 Equity Interest of the Borrowerany of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Borrower or a Subsidiary of the Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons (except that Holdings may merge with and into the Borrower).

Permitted Activities of Holdings. Except during a Suspension Period, Holdings shall not (ai) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than except under the Indebtedness and obligations under this Agreement and the other Credit Documents, the Holdings Subordinated Note Documents, the Borrower Subordinated Note Documents or any Term Loan Refinancing Debt; (bii) 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 to which it is a party or permitted pursuant to Section 6.2party; (ciii) engage in any business or activity or own any assets other than (iA) holding 100% of the Equity Interests Securities of Borrower, Borrower and activities incidental thereto; (iiB) performing its obligations and activities incidental thereto under the Credit Documents, the Holdings Subordinated Note Documents and the Borrower Subordinated Note Documents; (iiiC) making Restricted Junior Payments and Investments to the extent permitted by under Section 5.02(f); (D) issuing its Equity Securities to the extent permitted under this Agreement; and (dE) activities incidental to the businesses or activities described in clauses (iii)(A) through (iii)(D); (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; (e) sell or otherwise dispose of any Equity Interest of the Borrower; (fv) create or acquire any Subsidiary or make or own any Investment in any Person other than Borrower or a Subsidiary of the Borrower; or (gvi) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons (except that Holdings may merge with and into the Borrower)Persons.

Permitted Activities of Holdings. Except during a Suspension Period, 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 Credit Documents, the Term Loan Documents and the Senior Notes Documents; (b) 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 and the Term Loan 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) holding 100% of the Equity Interests Capital Stock of BorrowerFNA and Fedders International, Inc., a Delaware corporation, (ii) performing its obligations and activities incidental thereto under the Credit Documents and the Term Loan Documents, and to the extent not inconsistent therewith, the Senior Notes Documents; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (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; (e) sell or otherwise dispose of any Equity Interest Capital Stock of the Borrowerany of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Borrower or a Subsidiary of the BorrowerFNA; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons (except that Holdings may merge with and into the Borrower)Persons.

Permitted Activities of Holdings. Except during a Suspension Period, Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than (x) obligations not constituting Indebtedness incurred in the Indebtedness ordinary course of its business as a holding company and not otherwise restricted by this Section 6.14 and (y) the Revolving Obligations, the Term Obligations or its obligations under this Agreement and in respect of the other Credit DocumentsSenior Subordinated Notes or any Refinancing Notes; (b) 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; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests Capital Stock of Borrower, (ii) performing its obligations and activities incidental thereto under the Credit Documents Documents, and to the extent not inconsistent therewith, the Related Agreements; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (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; (e) sell or otherwise dispose of any Equity Interest Capital Stock of the Borrowerany of its directly owned Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Borrower or a Subsidiary of the Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons (except that Holdings may merge with and into the Borrower)Persons.

Permitted Activities of Holdings. Except during a Suspension Period, 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 Credit Documents, the Revolving Credit Documents and the Senior Notes Documents; (b) 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 and the Revolving Credit 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) holding 100% of the Equity Interests Capital Stock of BorrowerBorrower and Fedders International, Inc., a Delaware corporation, (ii) performing its obligations and activities incidental thereto under the Credit Documents and the Revolving Credit Documents, and to the extent not inconsistent therewith, the Senior Notes Documents; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (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; (e) sell or otherwise dispose of any Equity Interest Capital Stock of the Borrowerany of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Borrower or a Subsidiary of the Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons (except that Holdings may merge with and into the Borrower)Persons.

Permitted Activities of Holdings. Except during a Suspension Period, Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than (x) obligations not constituting Indebtedness incurred in the Indebtedness ordinary course of its business as a holding company and not otherwise restricted by this Section 6.14 and (y) the Revolving Obligations, the Term Obligations or its obligations under this Agreement and in respect of the other Credit DocumentsSenior Subordinated Notes or any Refinancing Notes; (b) 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; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests Capital Stock of Borrower, (ii) performing its obligations and activities incidental thereto under the Credit Documents Documents, and to the extent not inconsistent therewith, the Related Agreements; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (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; (e) sell or otherwise dispose of any Equity Interest Capital Stock of the Borrowerany of its directly owned Subsidiaries; (f) create or acquire any Subsidiary or make or 103 own any Investment in any Person other than Borrower or a Subsidiary of the Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons (except that Holdings may merge with and into the Borrower)Persons.

Permitted Activities of Holdings. Except during a Suspension PeriodIn the case 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 Agreement, the other Loan Documents and the other Credit Term Loan Documents; , (b) create or suffer to exist any Lien upon any assets or property or assets now owned or hereafter acquired, leased or licensed by it other than the Liens created under the Collateral Security Documents to which it is a party or permitted pursuant to Section 6.26.02; (c) engage in any business or activity or own any assets other than (i) holding 100100.0% of the Equity Interests of Borrowerthe Borrowers, (ii) performing its obligations and activities incidental thereto under the Credit Loan Documents and the Term Loan Documents; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (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 Equity Interest Interests of any of its Subsidiaries except to the Borrowerextent expressly permitted by this Agreement; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Borrower or a Subsidiary of the BorrowerBorrowers; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons (except that Holdings may merge with and into the Borrower)Persons.

Permitted Activities of Holdings. Except during a Suspension Period, 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 the other Credit DocumentsDocuments and Indebtedness permitted under Sections 6.1; (b) 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; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests of Borrower, (ii) performing its obligations and activities incidental thereto under the Credit Documents and any Indebtedness permitted under Section 6.1 and (iii) making Restricted Junior Payments and Investments investments to the extent permitted by this Agreement; (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 Equity Interest Interests of the Borrowerany of its direct Subsidiaries; (f) create or acquire any direct Subsidiary or make or own any Investment investment in any Person other than Borrower or a Subsidiary of the Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons (except that Holdings may merge with and into the Borrower)Persons.

Permitted Activities of Holdings. Except during a Suspension Period, 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 the other Credit DocumentsRelated Agreements; (b) 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; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests Capital Stock of Borrower, ; (ii) performing its obligations and activities incidental thereto under applicable laws and regulations, the Credit Documents Documents, and to the extent not inconsistent therewith, the Related Agreements; (iii) 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 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; (e) sell or otherwise dispose of any Equity Interest Capital Stock of the Borrowerany of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Borrower or a Subsidiary of the Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons (except that Holdings may merge with and into the Borrower)Persons.

Permitted Activities of Holdings. Except during a Suspension Period, 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 Credit Documents and the other Credit DocumentsRelated Agreements; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed acquired by 113 it other than the Liens created under the 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) holding 100% of the Equity Interests Capital Stock of BorrowerCompany, (ii) performing its obligations and activities incidental thereto under the Credit Documents Documents, and to the extent not inconsistent therewith, the Related Agreements; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (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; (e) sell or otherwise dispose of any Equity Interest Capital Stock of the Borrowerany of its Subsidiaries except as permitted under Section 6.9 and 6.10; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Borrower or a Subsidiary of the BorrowerCompany; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons (except that Holdings may merge with and into the Borrower)Persons.

Permitted Activities of Holdings. Except during a Suspension Period, Holdings shall not (a) incur, directly or indirectly, any Indebtedness other than its Obligations under the Credit Documents or guarantees in respect of Indebtedness of Company or any other obligation or liability whatsoever other than the Indebtedness and obligations of its Subsidiaries otherwise permitted under this Agreement and the other Credit DocumentsIndebtedness permitted under Section 6.1(m); (b) 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; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests Capital Stock of BorrowerCompany and, through Company, not less than 80% of the Capital Stock of each of the Subsidiaries of Company; (ii) performing its obligations and activities incidental thereto under the Credit Documents Documents, and to the extent not inconsistent therewith, the Related Agreements and the Xxxxxx Merger Agreement, as applicable; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (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; (e) sell or otherwise dispose of any Equity Interest Capital Stock of the BorrowerCompany; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Borrower or a Subsidiary Company and, through Company, the Subsidiaries of the BorrowerCompany; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons (except that Holdings may merge with and into the Borrower)Persons.

Permitted Activities of Holdings. Except during a Suspension Period, 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 Credit Documents and the other Credit DocumentsRelated Agreements; (b) 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; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests Capital Stock of BorrowerCompany, (ii) performing its obligations and activities incidental thereto under the Credit Documents Documents, and to the extent not inconsistent therewith, the Related Agreements; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (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; (e) sell or otherwise dispose of any Equity Interest Capital Stock of the Borrowerany of its Subsidiaries except as permitted under Section 6.9 and 6.10; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Borrower or a Subsidiary of the BorrowerCompany; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons (except that Holdings may merge with and into the Borrower)Persons.

Permitted Activities of Holdings. Except during a Suspension PeriodFrom and after the Holdco Reorganization, 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 Credit Documents and the other Credit DocumentsRelated Agreements; (b) 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; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests Capital Stock of Borrower, the Companies; (ii) performing its obligations and activities incidental thereto under the Credit Documents Documents, and to the extent not inconsistent therewith, the Related Agreements; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (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; (e) sell or otherwise dispose of any Equity Interest Capital Stock of the Borrowerany of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Borrower or a Subsidiary of Primo; (g) issue any Capital Stock after the Borrower; Closing Date, other than its common Capital Stock, or (gh) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons (except that Holdings may merge with and into the Borrower).Persons. 103

Permitted Activities of Holdings. Except during a Suspension Period, 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 the other Credit Documents; (b) 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; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests Capital Stock of Borrower, the Companies; (ii) performing its obligations and activities incidental thereto under the Credit Documents Documents; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (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; (e) sell or otherwise dispose of any Equity Interest Capital Stock of the Borrowerany of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Borrower or a Subsidiary the Credit Parties; (g) issue any Capital Stock after the Restatement Date, other than common shares of the BorrowerCapital Stock; or (gh) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons (except that Holdings may merge with and into the Borrower)Persons.

Permitted Activities of Holdings. Except during a Suspension Period, Holdings shall not In the case of Holdings: (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than to the Indebtedness and obligations under this Agreement and the other Credit Documentsextent expressly permitted pursuant to Section 8.2.1; (b) create or suffer to exist any Lien upon any assets or 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 6.28.2.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests of the Borrower, (ii) performing its obligations and activities incidental thereto under the Credit Loan Documents and (iii) issuing Equity Interests and making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (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 Equity Interest of the Borrower; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Borrower or a Subsidiary of the Borroweras expressly permitted pursuant to this Agreement; or (gf) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons (except that Holdings may merge with and into the Borrower)Persons.