Permitted Activities of the Borrower. Solely with respect to the Borrower, (a) engage in any business activity or own any material assets other than (i) (A) purchasing and owning Inventory and proceeds thereof, (B) accepting payment for the sale of such Inventory, (C) the Subordinated Notes, (D) paying any fees or other amounts owed to any Macy’s Entity pursuant to the Servicing Agreements and (E) completing the Closing Date Purchases and assuming the corresponding vendor payables, (ii) performing its obligations under the Loan Documents and the Servicing Agreements and the Indebtedness, Liens (including the granting of Liens) and Guarantees permitted under this Agreement, (iii) making Permitted Investments, Permitted Dispositions and Restricted Payments permitted hereunder, (iv) issuing its own capital stock, (v) filing tax reports and paying Taxes in the ordinary course (and contesting any Taxes), (vi) preparing reports to Governmental Authorities and to its equityholders, (vii) holding director and equityholder meetings, preparing corporate records and other corporate activities required to 152 maintain its separate corporate structure or to comply with applicable Law, (viii) holding cash and other assets received in connection with the transactions contemplated in the Servicing Agreements or contributions to, or proceeds from the issuance of, capital stock of the Borrower, in each case, pending the application thereof in a manner not prohibited by this Agreement, (ix) providing indemnification for its officers, directors or members of management, (x) participating in tax, accounting and other administrative matters, including, but not limited to, preparing the financial reports and related certificates required to be delivered to the Agent and the Lenders pursuant to Sections 6.01 and 6.02 and (x) activities incidental to the foregoing or (b) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.
Permitted Activities of the Borrower. The Borrower shall not (a) engage in any business or activity or own any assets other than (i) holding 100% of the Stock in its Subsidiaries, (ii) performing its obligations and activities incidental thereto under the Loan Documents and (iii) making Restricted Payments and Investments to the extent permitted by this Agreement; (b) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person; (c) sell or otherwise dispose of any equity interests of any of its Subsidiaries other than in accordance with the terms hereof; or (d) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.
Permitted Activities of the Borrower. The Borrower shall not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Company and activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents and any other Indebtedness permitted under Section 6.01 to be incurred by the Borrower, (iv) any issuance or sale of its Equity Interests (including, for the avoidance of doubt, in connection with any stock option or other employee benefit plans), (v) participating in tax, accounting and other administrative matters, (vi) holding any cash or property (but not operating any property), (vii) providing indemnification to officers and directors, (viii) the making of Restricted Payments to any Parent Company not in violation of this Agreement, (ix) any activities otherwise expressly permitted under this Agreement or any other Loan Document and (x) any activities incidental to the foregoing. The Borrower shall not own any Equity Interests other than those of the Company and all such Equity Interests shall be pledged by the Borrower as Collateral.
Permitted Activities of the Borrower. Engage in any business activity or enter into any transaction or agreement except as relates to the Transaction and financing therefor and activities incidental or related thereto; provided that the following shall be permitted in any event: (i) the entry into and the performance of its obligations with respect to the Credit Documents and any other agreements contemplated thereby; (ii) the incurrence of Indebtedness under the Credit Documents to finance the Transaction; (iii) subject to compliance with Section 9.03, the payment of dividends and distributions, the issuance of its own Capital Stock to, and the receipt of capital contributions or other investments from, the Parent or any of its Subsidiaries; (iv) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees); (v) the performance of activities in preparation for and consummation of the Delta Escrow Release Date (and the satisfaction of related conditions) and the Finance Sub Merger); (vi) the participation in tax, accounting and other administrative matters, including compliance with Applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (vii) the holding of any cash, Cash Equivalents and Eligible Escrow Investments; (viii) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees; and (ix) any activities incidental to the foregoing.
