Common use of Permitted Activities of Holdings Clause in Contracts

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under the Related Agreements; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter 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 Capital Stock of Company, (ii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements; (iii) paying general administrative costs and expenses in the ordinary course of business; (iv) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; and (v) holding the Capital Stock of American Reprographics Midco, LLC ("MIDCO") provided that Midco shall not own any assets and thereafter shall not engage in any business or other activity; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Company; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. Holdings shall will not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the Related Agreementsother Credit Documents and the Existing Credit Agreement; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired acquired, leased or licensed by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2the terms of the Existing Credit Agreement or the other loan documents related thereto; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Capital Stock Equity Interests of Company, Borrower and (ii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements; (iii) paying general administrative costs and expenses in the ordinary course of business; (iv) making Restricted Junior Payments and Investments to the extent permitted by this Existing Credit Agreement; and (v) holding the Capital Stock of American Reprographics Midco, LLC ("MIDCO") provided that Midco shall not own any assets and thereafter shall not engage in any business or other activity; (d) consolidate with or merge with or into, or convey, transfer transfer, lease or lease license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock Equity Interests of any of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than CompanyBorrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons; provided that nothing in this Section 6.15 shall prevent Holdings from engaging in any activity that it otherwise would be permitted to engage in pursuant to Section 5.9 of the Existing Credit Agreement, as in effect on the date hereof. [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the other Credit Documents and the Related Agreements; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired acquired, leased or licensed by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2Permitted Liens; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Capital Stock Equity Interests of CompanyParent Borrower (excluding any interests held by a general partner, managing member or equivalent entity which is itself a direct Wholly-Owned Subsidiary of Holdings), (ii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements; and (iii) paying general administrative costs and expenses in the ordinary course of business; (iv) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; and (v) holding the Capital Stock of American Reprographics Midco, LLC ("MIDCO") provided that Midco shall not own any assets and thereafter shall not engage in any business or other activity; (d) consolidate with or merge with or into, or convey, transfer transfer, lease or lease license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock Equity Interests of any of its direct Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than CompanyParent Borrower or any Investment to be contributed to Parent Borrower or any Subsidiary thereof; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under the Related Agreements; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter 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 Capital Stock of Company, Borrower; (ii) 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; (iii) paying general administrative costs and expenses in the ordinary course of business; (iv) 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) holding providing indemnification to officers and directors in the Capital Stock ordinary course of American Reprographics Midcobusiness and (vi) participating in tax, LLC ("MIDCO") provided that Midco shall not own any assets accounting and thereafter shall not engage in any business or other activityadministrative 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 or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than CompanyBorrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. 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 of its Subsidiaries otherwise permitted under this Agreement and Indebtedness and obligations permitted under the Related AgreementsSection 6.1(m); (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter 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 Capital Stock of Company 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, and to the extent not inconsistent therewith, the Related AgreementsAgreements and the Xxxxxx Merger Agreement, as applicable; and (iii) paying general administrative costs and expenses in the ordinary course of business; (iv) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; and (v) holding the Capital Stock of American Reprographics Midco, LLC ("MIDCO") provided that Midco shall not own any assets and thereafter shall not engage in any business or other activity; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its SubsidiariesCompany; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Company and, through Company, the Subsidiaries of Company; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under the Related AgreementsCredit Documents, agreements governing Permitted Acquisitions (other than Seller Notes) and the Senior Unsecured Notes; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter 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 Capital Stock of Company, Borrower; (ii) performing its obligations and activities incidental or related thereto under the Credit DocumentsDocuments and the Senior Unsecured Notes Indenture, and to the extent not inconsistent therewith, the Related Agreementsagreements governing Permitted Acquisitions (other than Seller Notes); and (iii) paying general administrative costs and expenses in the ordinary course of business; (iv) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; and (v) holding the Capital Stock of American Reprographics Midco, LLC ("MIDCO") provided that Midco shall not own any assets and thereafter shall not engage in any business or other activity; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its SubsidiariesSubsidiaries except as otherwise expressly provided herein; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than CompanyBorrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.. Aurora – A&R Credit Agreement 119

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under the Related AgreementsAgreement, the Senior Secured Asset-Based Revolving Credit Facility and as may be otherwise permitted under Section 6.01; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens created under the Collateral Documents or, subject to the Intercreditor Agreement, the Senior Secured Asset-Based Revolving Credit Facility to which it is a party or otherwise permitted pursuant to under Section 6.26.02; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Capital Stock of Companythe Borrower, (ii) performing its obligations and activities incidental thereto under the Loan Documents and the Senior Secured Asset-Based Revolving Credit DocumentsFacility, and to the extent not inconsistent therewith, the Related Agreements; Agreement and (iii) paying general administrative costs and expenses in the ordinary course of business; (iv) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; and (v) holding the Capital Stock of American Reprographics Midco, LLC ("MIDCO") provided that Midco shall not own any assets and thereafter shall not engage in any business or other activity; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its Subsidiariesthe Borrower; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Companythe Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. 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 in respect of the Related AgreementsSenior Subordinated Notes or any Refinancing Notes; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter 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 Capital Stock of CompanyBorrower, (ii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements; and (iii) paying general administrative costs and expenses in the ordinary course of business; (iv) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; and (v) holding the Capital Stock of American Reprographics Midco, LLC ("MIDCO") provided that Midco shall not own any assets and thereafter shall not engage in any business or other activity; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its directly owned Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than CompanyBorrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. 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 of its Subsidiaries otherwise permitted under this Agreement and Indebtedness and obligations permitted under the Related AgreementsSection 6.1(m); (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter 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 Capital Stock of Company 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, and to the extent not inconsistent therewith, the Related Agreements, the Landis Merger Agreement and the Kerr Merger Agreement, as xxxxxxable; and (iii) paying general administrative costs and expenses in the ordinary course of business; (iv) making Restricted Restricxxx Junior Payments and Investments to the extent permitted by this Agreement; and (v) holding the Capital Stock of American Reprographics Midco, LLC ("MIDCO") provided that Midco shall not own any assets and thereafter shall not engage in any business or other activity; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its SubsidiariesCompany; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Company and, through Company, the Subsidiaries of Company; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under or in connection with the Related AgreementsCredit Documents, the Management Services Agreement, the Senior Subordinated Note Indenture and the First Lien Credit Documents (and any related Credit Documents as defined therein); (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter 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 material operating assets other than (i) holding 100% of the Capital Stock of Company and, indirectly, Company's Subsidiaries, (ii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewithManagement Services Agreement, the Related AgreementsSenior Subordinated Note Indenture and the First Lien Credit Documents (and any related Credit Documents as defined therein); and (iii) paying general administrative costs and expenses in the ordinary course of business; (iv) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; and (v) holding the Capital Stock of American Reprographics Midco, LLC ("MIDCO") provided that Midco shall not own any assets and thereafter shall not engage in any business or other activity; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Company; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under the Credit Documents and Related Agreements; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter 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 Capital Stock of Company, the Companies; (ii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements; and (iii) paying general administrative costs and expenses in the ordinary course of business; (iv) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; and (v) holding the Capital Stock of American Reprographics Midco, LLC ("MIDCO") provided that Midco shall not own any assets and thereafter shall not engage in any business or other activity; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Companythe Credit Parties; (g) issue any Capital Stock after the Restatement Date, other than common shares of Capital Stock; or (gh) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under the Credit Documents and Related Agreements; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter 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 Capital Stock of Company, the Companies; (ii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements; and (iii) paying general administrative costs and expenses in the ordinary course of business; (iv) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; and (v) holding the Capital Stock of American Reprographics Midco, LLC ("MIDCO") provided that Midco shall not own any assets and thereafter shall not engage in any business or other activity; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Companythe Credit Parties; (g) issue any Capital Stock after the Closing Date, other than common shares of Capital Stock; or (gh) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than (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 in respect of the Related AgreementsSenior Subordinated Notes or any Refinancing Notes; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter 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 Capital Stock of CompanyBorrower, (ii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements; and (iii) paying general administrative costs and expenses in the ordinary course of business; (iv) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; and (v) holding the Capital Stock of American Reprographics Midco, LLC ("MIDCO") provided that Midco shall not own any assets and thereafter shall not engage in any business or other activity; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its directly owned Subsidiaries; (f) create or acquire any Subsidiary or make or 103 own any Investment in any Person other than CompanyBorrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. 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 of its Subsidiaries otherwise permitted under this Agreement and Indebtedness and obligations permitted under the Related AgreementsSection 6.1(m); (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter 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 Capital Stock of Company 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, and to the extent not inconsistent therewith, the Related AgreementsAgreements and the Landis Merger Agreement, as applicable; and (iii) paying general administrative costs and expenses in the ordinary course of business; (iv) making xxxxng Restricted Junior Payments and Investments to the extent permitted by this Agreement; and (v) holding the Capital Stock of American Reprographics Midco, LLC ("MIDCO") provided that Midco shall not own any assets and thereafter shall not engage in any business or other activity; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its SubsidiariesCompany; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Company and, through Company, the Subsidiaries of Company; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons......................................110

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under the Credit Documents and the Related Agreements; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter 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 Capital Stock of Company, (ii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements; and (iii) paying general administrative costs and expenses in the ordinary course of business; (iv) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; and (v) holding the Capital Stock of American Reprographics Midco, LLC ("MIDCO") provided that Midco shall not own any assets and thereafter shall not engage in any business or other activity; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its SubsidiariesSubsidiaries 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 Company; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the Related Agreementsother 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 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 Capital Stock of CompanyBorrower 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 Related AgreementsSenior Notes Documents; and (iii) paying general administrative costs and expenses in the ordinary course of business; (iv) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; and (v) holding the Capital Stock of American Reprographics Midco, LLC ("MIDCO") provided that Midco shall not own any assets and thereafter shall not engage in any business or other activity; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than CompanyBorrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not (ai) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations except under the Related AgreementsCredit 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 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 Capital Stock Equity Securities of Company, Borrower and activities incidental thereto; (iiB) performing its obligations and activities incidental thereto under the Credit Documents, the Holdings Subordinated Note Documents and to the extent not inconsistent therewith, the Related AgreementsBorrower Subordinated Note Documents; (iii) paying general administrative costs and expenses in the ordinary course of business; (ivC) 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 (vE) holding activities incidental to the Capital Stock of American Reprographics Midco, LLC businesses or activities described in clauses ("MIDCO"iii)(A) provided that Midco shall not own any assets and thereafter shall not engage in any business or other activitythrough (iii)(D); (div) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its Subsidiaries; (fv) create or acquire any Subsidiary or make or own any Investment in any Person other than Companythe Borrower; or (gvi) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement, the Related Agreementsother 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 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 Capital Stock of CompanyFNA 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 Related AgreementsSenior Notes Documents; and (iii) paying general administrative costs and expenses in the ordinary course of business; (iv) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; and (v) holding the Capital Stock of American Reprographics Midco, LLC ("MIDCO") provided that Midco shall not own any assets and thereafter shall not engage in any business or other activity; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than CompanyFNA; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Obligations and Indebtedness and obligations under the Related AgreementsAcquisition Agreement and, to the extent permitted under this Agreement, Indebtedness permitted to be incurred by Holdings under the Parent Organizational Agreement as in effect on the Closing Date (including, without limitation, guaranties of the TAO Put/Call Notes); (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens created under the Collateral 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 100% of the Capital Stock of Company, ; (ii) performing its obligations and activities incidental thereto under applicable laws and regulations, the Credit Documents, and to the extent not inconsistent therewith, the Related AgreementsAcquisition Agreement and Parent Organizational Agreement; and (iii) paying general administrative costs and expenses in the ordinary course of business; (iv) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; and (v) holding the Capital Stock of American Reprographics Midco, LLC ("MIDCO") provided that Midco shall not own any assets and thereafter shall not engage in any business or other activity; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its SubsidiariesCompany; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Company or any other Subsidiary of the Company; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. 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 of its Subsidiaries otherwise permitted under this Agreement and Indebtedness and obligations permitted under the Related AgreementsSection 6.1(m); (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens created under the Collateral Documents to which it is a party or permitted 110 pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Capital Stock of Company 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, and to the extent not inconsistent therewith, the Related AgreementsAgreements and the Landis Merger Agreement, as applicable; and (iii) paying general administrative costs and expenses in the ordinary course of business; (iv) making Restricted Rexxxxxxed Junior Payments and Investments to the extent permitted by this Agreement; and (v) holding the Capital Stock of American Reprographics Midco, LLC ("MIDCO") provided that Midco shall not own any assets and thereafter shall not engage in any business or other activity; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its SubsidiariesCompany; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Company and, through Company, the Subsidiaries of Company; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

Permitted Activities of Holdings. 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 of its Subsidiaries otherwise permitted under this Agreement and Indebtedness and obligations permitted under the Related AgreementsSection 6.1(m); (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter 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 Capital Stock of Company 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, and to the extent not inconsistent therewith, the Related Agreements; and (iii) paying general administrative costs and expenses in the ordinary course of business; (iv) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; and (v) holding the Capital Stock of American Reprographics Midco, LLC ("MIDCO") provided that Midco shall not own any assets and thereafter shall not engage in any business or other activity; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its SubsidiariesCompany; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Company and, through Company, the Subsidiaries of Company; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.