Common use of Permitted Activities Clause in Contracts

Permitted Activities. With respect to Holdings, engage in any material operating or business activities including, without limitation, the formation of any Subsidiary or the acquisition of any Person; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower, and activities incidental thereto, including payment of dividends and other amounts in respect of such 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 documents governing Indebtedness permitted hereby, (iv) any public offering of its common stock or any other issuance or sale of its Qualified Equity Interests, (v) any activities incidental to compliance with the provisions of the Securities Act of 1933 and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders, (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viii) [reserved], (ix) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (x) holding any cash or Cash Equivalents, (xi) making of any Restricted Payments or Investments permitted hereunder, (xii) entering into employment agreements and other arrangements with, including providing indemnification to, officers and directors, (xiii) establishing and maintaining bank accounts, (xiv) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (xv) performance of its obligations under any management agreement with the Sponsor and (xvi) any activities incidental or reasonably related to the foregoing.

Permitted Activities. With respect to Holdings, Holdings will not engage in any material operating or business activities including, without limitation, the formation of any Subsidiary or the acquisition of any Personactivities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower, Borrower and activities incidental theretoits other Subsidiaries, including receipt and payment of dividends Restricted Payments and other amounts in respect of such Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Transactions, the Credit Documents, the ABL Credit Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its common stock equity or any other issuance or sale of its Qualified Equity Interests, (v) any activities incidental financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to compliance with the provisions capital of its Subsidiaries, guaranteeing the obligations of the Securities Act Borrower and its other Subsidiaries and receipt of 1933 the DTR Note and any transaction involving the Exchange Act satisfaction of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the rules of securities exchanges, DTR Note in each case, as applicable to companies accordance with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholdersits terms, (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viii) [reserved], (ix) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowerprovision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (xvii) holding any cash or Cash Equivalentsproperty (but not operate any property), (xiviii) making and receiving of any Restricted Payments or Investments permitted hereunder, (xiiix) entering into employment agreements and other arrangements with, including providing indemnification to, to officers and directors, (x) activities relating to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) establishing activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and maintaining bank accountsthe Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the obtainment of, and the payment of Borrower or any fees and expenses for, management, consulting, investment banking and advisory services Restricted Subsidiary to the extent otherwise expressly permitted by under this Agreement, Section 10 and (xv) performance of its obligations under any management agreement with the Sponsor and (xvi) any activities incidental or reasonably related to the foregoing.

Permitted Activities. With respect to HoldingsHoldings shall not conduct, transact or otherwise engage in any material operating business or business activities including, without limitation, the formation of any Subsidiary or the acquisition of any Person; provided that the following and any activities incidental thereto shall be permitted in any event: operations other than (i) its the ownership and/or acquisition of the Equity Interests Capital Stock of the Borrower, and activities incidental thereto, including payment of dividends and other amounts in respect of such Equity Interests, (ii) the maintenance of its legal existence (existence, including the ability to incur fees, costs and expenses relating to such maintenance), (iii) participating in tax, accounting and other administrative matters as owner of the Capital Stock of the Borrower and reporting related to such matters, (iv) the performance of its obligations under and in connection with respect to the Loan Documents Credit Documents, the Second Lien Credit Documents, any documentation governing Permitted Other Indebtedness, any refinancing thereof and any the other documents governing Indebtedness permitted herebyagreements contemplated hereby and thereby, (ivv) any public offering of its common stock or any other issuance or sale registration of its Qualified Equity InterestsCapital Stock for sale or resale not prohibited by Section 10 (or that would be permitted to the extent that Holdings was considered to be the Borrower and/or a Restricted Subsidiary), (v) any activities incidental including the ability to compliance with the provisions of the Securities Act of 1933 incur costs, fees and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholdersexpenses related thereto, (vi) in connection withincurring fees, costs and following the completion ofexpenses relating to overhead and general operating including professional fees for legal, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration tax and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public companyaccounting matters, (vii) activities required providing indemnification to comply with applicable lawsofficers and directors and as otherwise permitted hereunder, (viii) [reserved]activities incidental to the consummation of the Transactions, (ix) if applicablefinancing activities, participating in taxincluding the issuance of securities, accounting and other administrative matters as a member incurrence of debt, payment of dividends, making contributions to the capital of the consolidated group Borrower and guaranteeing the obligations of Holdings and the Borrower, (x) holding any cash or Cash Equivalentsother transaction permitted pursuant to Section 10, (xi) making of undertaking or consummating any Restricted Payments IPO Reorganization Transactions or Investments permitted hereunder, any transaction related thereto or contemplated thereby and (xii) entering into employment agreements and other arrangements with, including providing indemnification to, officers and directors, (xiii) establishing and maintaining bank accounts, (xiv) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services activities incidental to the extent otherwise permitted by businesses or activities described in clauses (i) through (xi) of this Agreement, (xv) performance of its obligations under any management agreement with the Sponsor and (xvi) any activities incidental or reasonably related to the foregoingSection 10.8.

Permitted Activities. With respect to Holdings, Holdings will not engage in any material operating or business activities including, without limitation, the formation of any Subsidiary or the acquisition of any Personactivities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests Stock of the Borrower, Borrower and activities incidental theretoits other Subsidiaries, including receipt and payment of dividends and payments in respect of Indebtedness and other amounts in respect of such Equity InterestsStock, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Transactions, the Credit Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its or its direct or indirect parent entity’s common stock equity or any other issuance or sale of its Qualified Equity Interestsor its direct or indirect parent entity’s Stock, (v) any activities incidental financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to compliance with the provisions capital of its Subsidiaries and guaranteeing the obligations of the Securities Act of 1933 Borrower and its other Subsidiaries and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the rules of securities exchanges, same obligations described in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholdersSection 10.1(e)(iv), (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viii) [reserved], (ix) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowerprovision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (xvii) holding any cash or Cash Equivalentsother property (but not operate any property), (xiviii) making and receiving of any Restricted Payments dividends, payments in respect of Indebtedness or Investments permitted hereunder, (xiiix) entering into employment agreements and other arrangements with, including providing indemnification to, to officers and directors, (x) activities relating to any Permitted Reorganization or IPO Reorganization Transaction, (xi) activities related to (A) the Plan and the consummation of the Transactions and activities contemplated thereby and (B) the Shared Services and Tax Agreements, (xii) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definition of “Holdings” in this Agreement), (xiii) establishing repurchases of Indebtedness through open market purchases and maintaining bank accountsDutch auctions, (xiv) activities incidental to Permitted Acquisitions or similar Investments consummated by the obtainment of, Borrower and the payment Restricted Subsidiaries, including the formation of any fees acquisition vehicle entities and expenses for, management, consulting, investment banking and advisory services intercompany loans and/or Investments incidental to the extent otherwise permitted by this Agreementsuch Permitted Acquisitions or similar Investments, (xv) performance of its obligations under any management agreement transaction with the Sponsor Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10, and (xvi) any activities incidental or reasonably related to the foregoing.

Permitted Activities. With respect to HoldingsHoldings shall not conduct, transact or otherwise engage in any material operating business or business activities including, without limitation, the formation of any Subsidiary or the acquisition of any Person; provided that the following and any activities incidental thereto shall be permitted in any event: operations other than (i) its the ownership and/or acquisition of the Equity Interests Capital Stock of the Borrower, and activities incidental thereto, including payment of dividends and other amounts in respect of such Equity Interests, (ii) the maintenance of its legal existence (existence, including the ability to incur fees, costs and expenses relating to such maintenance), (iii) participating in tax, accounting and other administrative matters as owner of the Capital Stock of the Borrower and reporting related to such matters, (iv) the performance of its obligations under and in connection with respect to the Loan Documents Credit Documents, the First Lien Credit Documents, any documentation governing Permitted Other Indebtedness, any refinancing thereof and any the other documents governing Indebtedness permitted herebyagreements contemplated hereby and thereby, (ivv) any public offering of its common stock or any other issuance or sale registration of its Qualified Equity InterestsCapital Stock for sale or resale not prohibited by Section 10 (or that would be permitted to the extent that Holdings was considered to be the Borrower and/or a Restricted Subsidiary), (v) any activities incidental including the ability to compliance with the provisions of the Securities Act of 1933 incur costs, fees and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholdersexpenses related thereto, (vi) in connection withincurring fees, costs and following the completion ofexpenses relating to overhead and general operating including professional fees for legal, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration tax and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public companyaccounting matters, (vii) activities required providing indemnification to comply with applicable lawsofficers and directors and as otherwise permitted hereunder, (viii) [reserved]activities incidental to the consummation of the Transactions, (ix) if applicablefinancing activities, participating in taxincluding the issuance of securities, accounting and other administrative matters as a member incurrence of debt, payment of dividends, making contributions to the capital of the consolidated group Borrower and guaranteeing the obligations of Holdings and the Borrower, (x) holding any cash or Cash Equivalentsother transaction permitted pursuant to Section 10, (xi) making of undertaking or consummating any Restricted Payments IPO Reorganization Transactions or Investments permitted hereunder, any transaction related thereto or contemplated thereby and (xii) entering into employment agreements and other arrangements with, including providing indemnification to, officers and directors, (xiii) establishing and maintaining bank accounts, (xiv) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services activities incidental to the extent otherwise permitted by businesses or activities described in clauses (i) through (xi) of this Agreement, (xv) performance of its obligations under any management agreement with the Sponsor and (xvi) any activities incidental or reasonably related to the foregoingSection 10.8.

Permitted Activities. With respect to Holdings, engage in any material operating or business activities including, without limitation, the formation of any Subsidiary or the acquisition of any Personactivities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower, Borrower and activities incidental thereto, including payment of dividends and other amounts in respect of such 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 Documents, the First Lien Loan Documents, Permitted Holdings Debt and any other documents governing Indebtedness permitted herebyIndebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Qualified Equity Interests, (v) any activities incidental financing activities, including the issuance of securities, incurrence of Indebtedness, payment of dividends, making contributions to compliance with the provisions capital of the Securities Act Borrower and guaranteeing the obligations of 1933 the Borrower; provided that any such Indebtedness shall (a) be unsecured, (b) not be guaranteed by the Borrower or any Restricted Subsidiary and (c) not have a maturity date prior to the Exchange Act Latest Maturity Date in effect for the Loans on the date of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations incurrence of other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholderssuch Indebtedness, (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viii) [reserved], (ix) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (xvii) holding any cash or Cash Equivalentsproperty (but not operate any property), (xiviii) making of any Restricted Payments or Investments permitted hereunder, (xii) entering into employment agreements and other arrangements with, including providing indemnification to, to officers and directors, (xiii) establishing and maintaining bank accounts, (xiv) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (xv) performance of its obligations under any management agreement with the Sponsor directors and (xviix) any activities incidental or reasonably related to the foregoing. Holdings shall not own any Equity Interests other than those of the Borrower.

Permitted Activities. With respect to Holdings, engage in The Borrower shall not directly operate any material operating business or business activities includingdirectly own any Oil and Gas Properties; provided that, without limitationfor the avoidance of doubt, the formation of any Subsidiary or the acquisition of any Person; provided that the following (and any activities incidental thereto thereto) shall not constitute the operation of a business and shall in all cases be permitted in any eventpermitted: (i) its direct or indirect ownership of the Equity Interests of the Borrower, and activities incidental thereto, including payment of dividends and its Subsidiaries or any other amounts in respect of such Equity InterestsPerson, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenancemaintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), (iii) the entering into, and performance of its obligations with respect to to, the Loan Documents and any other documents governing Indebtedness permitted herebyIndebtedness, and the consummation of the Transactions, (iv) any public offering of its common stock or any other issuance or sale of its Qualified Equity Interests (including, for the avoidance of doubt, performing activities in preparation for and consummating any such offering, issuance or sale, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of its Equity Interests), (v) any activities incidental to compliance with financing activities, including the provisions issuance of the Securities Act of 1933 and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental incurrence of debt, payment of dividends, making contributions to investor relations, shareholder meetings the capital of its Subsidiaries and reports to shareholders or debtholdersguaranteeing the obligations of its Restricted Subsidiaries, (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viii) [reserved], (ix) if applicable, participating in tax, accounting and other administrative matters as a member of the a consolidated group group, including compliance with applicable law and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees, (vii) holding any cash equivalents (including Permitted Investments), (viii) holding any other property received by it as a distribution from any of Holdings its subsidiaries and the Borrowermaking further distributions with such property, (ix) providing indemnification to officers, managers and directors, (x) holding any cash director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or Cash Equivalentsto comply with applicable law, (xi) making of filing tax reports and paying taxes and other customary obligations related thereto in the ordinary course (and contesting any Restricted Payments or Investments permitted hereundertaxes), (xii) entering into employment agreements and performance of obligations with respect to contracts and other arrangements with, including providing indemnification to, officers and directorsin connection with the activities contemplated by this Section 10.14, (xiii) establishing the preparation of reports to Governmental Authorities and maintaining bank accountsto its shareholders, (xiv) the obtainment ofperformance of obligations under and compliance with its organizational documents, any demands or requests from or requirements of a Governmental Authority or any applicable law, ordinance, regulation, rule, order, judgment, decree or permit, including as a result of or in connection with the activities of its Subsidiaries; (xv) the entry into and the payment performance of any fees obligations under and expenses for, management, consulting, investment banking and advisory services compliance with Secured Hedge Agreements to the extent otherwise permitted by this Agreement, (xv) performance of its obligations under any management agreement with the Sponsor Credit Documents; and (xvi) any activities incidental or reasonably related to the foregoingforegoing or customary for passive holding companies. The Borrower shall not incur any Liens on Equity Interests of its direct Restricted Subsidiaries other than those arising by operation of law and for the benefit of any Secured Parties, the representatives party to the Collateral Agreement and any Junior Lien Intercreditor Agreement and the creditors represented by such representatives.

Permitted Activities. With respect to Holdings, engage in any material operating or business activities including, without limitation, the formation of any Subsidiary or the acquisition of any Person; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower, and activities incidental thereto, including payment of dividends and other amounts in respect of such 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 documents governing Indebtedness permitted hereby, (iv) any public offering of its common stock or any other issuance or sale of its Qualified Equity Interests, (v) any activities incidental to compliance with the provisions of the Securities Act of 1933 and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders, (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viiiviii)(1) [reserved]incurring unsecured Indebtedness expressly subordinated in right of payment to the Obligations on customary market terms or unsecured Guarantees in respect of any such Indebtedness in an aggregate principal amount not to exceed $5,000,000 at any time outstanding; provided that such Guarantees shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (2) Guarantees in respect of Indebtedness of the Borrower and its Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing thereof and (3) guarantees of other obligations not constituting Indebtedness incurred by the Borrower or any of their Restricted Subsidiaries, (ix) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (x) holding any cash or Cash Equivalents, (xi) making of any Restricted Payments or Investments permitted hereunder, (xii) entering into employment agreements and other arrangements with, including providing indemnification to, officers and directors, (xiii) establishing and maintaining bank accounts, (xiv) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (xv) performance of its obligations under any management agreement with the Sponsor and (xvi) any activities incidental or reasonably related to the foregoing.

Permitted Activities. With respect to Holdings, Holdings will not engage in any material operating or business activities including, without limitation, the formation of any Subsidiary or the acquisition of any Personactivities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests Stock of the Borrower, Borrower and activities incidental theretoits other Subsidiaries, including receipt and payment of dividends and payments in respect of Indebtedness and other amounts in respect of such Equity InterestsStock, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect 183 to the Loan Transactions, the Credit Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its or its direct or indirect parent entity’s common stock equity or any other issuance or sale of its Qualified Equity Interestsor its direct or indirect parent entity’s Stock, (v) any activities incidental financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to compliance with the provisions capital of its Subsidiaries and guaranteeing the obligations of the Securities Act of 1933 Borrower and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of its other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholdersSubsidiaries, (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viii) [reserved], (ix) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowerprovision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (xvii) holding any cash or Cash Equivalentsother property (but not operate any property), (xiviii) making and receiving of any Restricted Payments dividends, payments in respect of Indebtedness or Investments permitted hereunder, (xiiix) entering into employment agreements and other arrangements with, including providing indemnification to, to officers and directors, (x) activities relating to any Permitted Reorganization or IPO Reorganization Transaction, (xi) activities related to (A) the Plan and the consummation of the Transactions and activities contemplated thereby and (B) the Shared Services and Tax Agreements, (xii) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definition of “Holdings” in this Agreement), (xiii) establishing repurchases of Indebtedness through open market purchases and maintaining bank accountsDutch auctions, (xiv) activities incidental to Permitted Acquisitions or similar Investments consummated by the obtainment of, Borrower and the payment Restricted Subsidiaries, including the formation of any fees acquisition vehicle entities and expenses for, management, consulting, investment banking and advisory services intercompany loans and/or Investments incidental to the extent otherwise permitted by this Agreementsuch Permitted Acquisitions or similar Investments, (xv) performance of its obligations under any management agreement transaction with the Sponsor Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10, and (xvi) any activities incidental or reasonably related to the foregoing.

Permitted Activities. With respect to Holdings, Holdings will not engage in any material operating or business activities includingactivities; provided, without limitation, the formation of any Subsidiary or the acquisition of any Person; provided that the following and any activities incidental or related thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower, Borrower and its other Subsidiaries and activities incidental thereto, including receipt and payment of dividends Restricted Payments and other amounts in respect of such Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Transactions (including under the Acquisition Agreements), the Credit Documents, the Second Priority Debt Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its or a direct or indirect parent entity’s common stock equity or any other issuance or sale of its Qualified or a direct or indirect parent entity’s Equity Interests, (v) any activities incidental financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to compliance with the provisions capital of its Subsidiaries and guaranteeing the obligations of the Securities Act of 1933 Borrower and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of its other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholdersSubsidiaries, (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viii) [reserved], (ix) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated consolidated, combined or unitary group of Holdings and the Borrowerprovision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (xvii) holding any cash or Cash Equivalentsproperty (but not operate any property), (xiviii) making and receiving of any Restricted Payments or Investments permitted hereunder, (xiiix) entering into employment agreements and other arrangements with, including providing indemnification to, to officers and directors, (x) activities relating to any Permitted Reorganization, IPO Reorganization Transaction or a Qualifying IPO, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) establishing activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and maintaining bank accountsthe Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the obtainment of, and the payment of Borrower or any fees and expenses for, management, consulting, investment banking and advisory services Restricted Subsidiary to the extent otherwise expressly permitted by under this Agreement, Section 10 and (xv) performance of its obligations under any management agreement with the Sponsor and (xvi) any activities incidental or reasonably related to the foregoing.

Permitted Activities. With respect to Holdings, Holdings shall not engage in any material operating or business activities including, without limitation, the formation of any Subsidiary or the acquisition of any Personactivities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower, CGI Borrower and activities incidental thereto, including receipt and payment of dividends Restricted Payments and other amounts in respect of such 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 Transactions, the Credit Documents, any Term Loan Credit Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its common stock equity or any other issuance or sale of its Qualified Equity Interests, (v) any activities incidental financing activities, including the issuance of securities, incurrence of debt, payment of dividends and distributions, making contributions to compliance with the provisions capital of CGI Borrower, guaranteeing the obligations of CGI Borrower and its other Subsidiaries and receipt of the Securities Act DTR Note and any transaction involving the satisfaction of 1933 and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the rules of securities exchanges, DTR Note in each case, as applicable to companies accordance with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholdersits terms, (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viii) [reserved], (ix) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the CGI Borrower, (xvii) holding any cash or Cash Equivalentsproperty (but not operate any property), (xiviii) making of any Restricted Payments or Investments permitted hereunder, (xiiix) entering into employment agreements and other arrangements with, including providing indemnification to, to officers and directors, (x) activities relating to any Permitted Reorganization, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (pursuant to the definition of Holdings), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) establishing activities incidental to Permitted Acquisitions or similar Investments consummated by CGI Borrower and maintaining bank accountsthe Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments and (xiv) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (xv) performance of its obligations under any management agreement with the Sponsor and (xvi) any activities incidental or reasonably related to the foregoing.

Permitted Activities. With respect to Holdings, Holdings will not engage in any material operating or business activities including, without limitation, the formation of any Subsidiary or the acquisition of any Personactivities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests Stock of the Borrower, including receipt and activities incidental thereto, including payment of dividends and payments in respect of Indebtedness and other amounts in respect of such Equity InterestsStock, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Transactions, the Credit Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its or its direct or indirect parent entity’s common stock equity or any other issuance or sale of its Qualified Equity Interestsor its direct or indirect parent entity’s Stock, (v) any activities incidental financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to compliance with the provisions capital of the Securities Act Borrower and guaranteeing the obligations of 1933 the Borrower and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholdersSubsidiaries, (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viii) [reserved], (ix) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowerprovision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (xvii) holding any cash or Cash Equivalentsother property (but not operate any property), (xiviii) making and receiving of any Restricted Payments dividends, payments in respect of Indebtedness or Investments permitted hereunder, (xiiix) entering into employment agreements and other arrangements with, including providing indemnification to, to officers and directors, (x) activities relating to any Permitted Reorganization, (xi) activities related to the Plan and the consummation of the Transactions and activities contemplated thereby, (xii) merging, amalgamating or consolidating with or into any direct or indirect parent of Holdings (in compliance with the definition of “Holdings” in this Agreement), (xiii) establishing repurchases of Indebtedness through open market purchases and maintaining bank accountsDutch auctions, (xiv) activities incidental to Permitted Acquisitions or similar Investments consummated by the obtainment of, Borrower and the payment Restricted Subsidiaries, including the formation of any fees acquisition vehicle entities and expenses for, management, consulting, investment banking and advisory services intercompany loans and/or Investments incidental to the extent otherwise permitted by this Agreementsuch Permitted Acquisitions or similar Investments, (xv) performance of its obligations under any management agreement transaction with the Sponsor Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10, (xvi) making any AHYDO Catch-Up Payments, (xvii) paying any Taxes it is obligated to pay, (xviii) consummation of any Permitted Change of Control and activities incidental to the consummation of such Permitted Change of Control, including the formation of acquisition vehicle entities and intercompany loans and/or investments incidental to such Permitted Change of Control and (xvixix) any activities incidental or reasonably related to the foregoing.

Permitted Activities. With respect to Holdings, engage in any material operating or business activities including, without limitation, the formation of any Subsidiary or the acquisition of any Personactivities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower, Borrower and activities incidental thereto, including payment of dividends and other amounts in respect of such 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 Documents, the Second Lien Loan Documents, Permitted Holdings Debt and any other documents governing Indebtedness permitted herebyIndebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Qualified Equity Interests, (v) any activities incidental financing activities, including the issuance of securities, incurrence of Indebtedness, payment of dividends, making contributions to compliance with the provisions capital of the Securities Act Borrower and guaranteeing the obligations of 1933 the Borrower; provided that any such Indebtedness shall (a) be unsecured, (b) not be guaranteed by the Borrower or any Restricted Subsidiary and (c) not have a maturity date prior to the Exchange Act Latest Maturity Date in effect for the Term Loans on the date of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations incurrence of other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholderssuch Indebtedness, (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viii) [reserved], (ix) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (xvii) holding any cash or Cash Equivalentsproperty (but not operate any property), (xiviii) making of any Restricted Payments or Investments permitted hereunder, (xii) entering into employment agreements and other arrangements with, including providing indemnification to, to officers and directors, (xiii) establishing and maintaining bank accounts, (xiv) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (xv) performance of its obligations under any management agreement with the Sponsor directors and (xviix) any activities incidental or reasonably related to the foregoing. Holdings shall not own any Equity Interests other than those of the Borrower.

Permitted Activities. With respect to Holdings, Holdings will not engage in any material operating or business activities including, without limitation, the formation of any Subsidiary or the acquisition of any Personactivities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests Stock of the Borrower, including receipt and activities incidental thereto, including payment of dividends and payments in respect of Indebtedness and other amounts in respect of such Equity InterestsStock, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Transactions, the Credit Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its or its direct or indirect parent entity’s common stock equity or any other issuance or sale of its Qualified Equity Interestsor its direct or indirect parent entity’s Stock, (v) any activities incidental financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to compliance with the provisions capital of the Securities Act Borrower and guaranteeing the obligations of 1933 the Borrower and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholdersSubsidiaries, (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viii) [reserved], (ix) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowerprovision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (xvii) holding any cash or Cash Equivalentsother property (but not operate any property), (xiviii) making and receiving of any Restricted Payments dividends, payments in respect of Indebtedness or Investments permitted hereunder, (xiiix) entering into employment agreements and other arrangements with, including providing indemnification to, to officers and directors, (x) activities relating to any Permitted Reorganization, (xi) activities related to the Plan and the consummation of the Transactions and activities contemplated thereby, (xii) merging, amalgamating or consolidating with or into any direct or indirect parent of Holdings (in compliance with the definition of “Holdings” in this Agreement), (xiii) establishing repurchases of Indebtedness through open market purchases and maintaining bank accountsDutch auctions, (xiv) activities incidental to Permitted Acquisitions or similar Investments consummated by the obtainment of, Borrower and the payment Restricted Subsidiaries, including the formation of any fees acquisition vehicle entities and expenses for, management, consulting, investment banking and advisory services intercompany loans and/or Investments incidental to the extent otherwise permitted by this Agreementsuch Permitted Acquisitions or similar Investments, (xv) performance of its obligations under any management agreement transaction with the Sponsor Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10, (xvi) making any AHYDO Catch-Up Payments, (xvii) paying any Taxes it is obligated to pay and (xvixviii) any activities incidental or reasonably related to the foregoing.

Permitted Activities. With respect to Holdingsany Holding Company, engage in any material operating or business activities including, without limitation, the formation of any Subsidiary or the acquisition of any Person; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of (A) in the Borrowercase of Holdings, TaxACT and Baseball, (B) in the case of Baseball, HDV Holdings, and (C) in the case of HDV Holdings, HDVest, and, in each case, activities incidental thereto, including payment of dividends and other amounts in respect of such 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 documents governing Indebtedness permitted hereby, (iv) any public offering of its common stock or any other issuance or sale of its Qualified Equity Interests, (v) any activities incidental to compliance with the provisions of the Securities Act of 1933 and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders, (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viiivii) [reserved](1) Guarantees in respect of Indebtedness of the Borrowers and their Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing thereof and (2) guarantees of other obligations not constituting Indebtedness incurred by the Borrowers or any of their Restricted Subsidiaries, (ixviii) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings the Holding Companies and the BorrowerBorrowers, (xix) holding any cash or Cash Equivalents, (xix) making of any Restricted Payments or Investments permitted hereunder including the formation of any Subsidiary in connection with any Investments permitted hereunder, (xiixi) entering into employment agreements and other arrangements with, including providing indemnification to, officers and directors, (xiiixii) establishing and maintaining bank accounts, (xivxiii) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (xv) performance of its obligations under any management agreement with the Sponsor and (xvixiv) any activities incidental or reasonably related to the foregoing.

Permitted Activities. With respect to Holdings, Holdings will not engage in any material operating or business activities including, without limitation, the formation of any Subsidiary or the acquisition of any Personactivities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests Stock of the Borrower, Borrower and activities incidental theretoits other Subsidiaries, including receipt and payment of dividends and payments in respect of Indebtedness and other amounts in respect of such Equity InterestsStock, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Transactions, the Credit Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its or its direct or indirect parent entity’s common stock equity or any other issuance or sale of its Qualified Equity Interestsor its direct or indirect parent entity’s Stock, (v) any activities incidental financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to compliance with the provisions capital of its Subsidiaries and guaranteeing the obligations of the Securities Act of 1933 Borrower and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of its other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholdersSubsidiaries, (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viii) [reserved], (ix) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowerprovision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (xvii) holding any cash or Cash Equivalentsother property (but not operate any property), (xiviii) making and receiving of any Restricted Payments dividends, payments in respect of Indebtedness or Investments permitted hereunder, (xiiix) entering into employment agreements and other arrangements with, including providing indemnification to, to officers and directors, (x) activities relating to any Permitted Reorganization or IPO Reorganization Transaction, (xi) activities related to (A) the Plan and the consummation of the Transactions and activities contemplated thereby and (B) the Shared Services and Tax Agreements, (xii) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definition of “Holdings” in this Agreement), (xiii) establishing repurchases of Indebtedness through open market purchases and maintaining bank accountsDutch auctions, (xiv) activities incidental to Permitted Acquisitions or similar Investments consummated by the obtainment of, Borrower and the payment Restricted Subsidiaries, including the formation of any fees acquisition vehicle entities and expenses for, management, consulting, investment banking and advisory services intercompany loans and/or Investments incidental to the extent otherwise permitted by this Agreementsuch Permitted Acquisitions or similar Investments, (xv) performance of its obligations under any management agreement transaction with the Sponsor Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10, and (xvi) any activities incidental or reasonably related to the foregoing.

Permitted Activities. With respect to Holdings, Holdings will not engage in any material operating or business activities including, without limitation, the formation of any Subsidiary or the acquisition of any Personactivities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests Stock of the Parent Borrower, including receipt and activities incidental thereto, including payment of dividends and payments in respect of Indebtedness and other amounts in respect of such Equity InterestsStock, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Transactions, the Credit Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its or its direct or indirect parent entity’s common stock equity or any other issuance or sale of its Qualified Equity Interestsor its direct or indirect parent entity’s Stock, (v) any activities incidental financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to compliance with the provisions capital of the Securities Act Parent Borrower and guaranteeing the obligations of 1933 the Parent Borrower and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholdersSubsidiaries, (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viii) [reserved], (ix) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrowerprovision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (xvii) holding any cash or Cash Equivalentsother property (but not operate any property), (xiviii) making and receiving of any Restricted Payments dividends, payments in respect of Indebtedness or Investments permitted hereunder, (xiiix) entering into employment agreements and other arrangements with, including providing indemnification to, to officers and directors, (x) activities relating to any Permitted Reorganization, (xi) activities related to the Plan and the consummation of the Transactions and activities contemplated thereby, (xii) merging, amalgamating or consolidating with or into any direct or indirect parent of Holdings (in compliance with the definition of “Holdings” in this Agreement), (xiii) establishing repurchases of Indebtedness through open market purchases and maintaining bank accountsDutch auctions, (xiv) activities incidental to Permitted Acquisitions or similar Investments consummated by the obtainment of, Parent Borrower and the payment Restricted Subsidiaries, including the formation of any fees acquisition vehicle entities and expenses for, management, consulting, investment banking and advisory services intercompany loans and/or Investments incidental to the extent otherwise permitted by this Agreementsuch Permitted Acquisitions or similar Investments, (xv) performance of its obligations under any management agreement transaction with the Sponsor Parent Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 10, (xvi) making any AHYDO Catch-Up Payments, (xvii) paying any Taxes it is obligated to pay and (xvixviii) any activities incidental or reasonably related to the foregoing.

Permitted Activities. With respect to Holdings, engage in any material operating or business activities including, without limitation, the formation of any Subsidiary or the acquisition of any Person; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower, and activities incidental thereto, including payment of dividends and other amounts in respect of such 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 documents governing Indebtedness permitted hereby, (iv) any public offering of its common stock or any other issuance or sale of its Qualified Equity Interests, (v) any activities incidental to compliance with the provisions of the Securities Act of 1933 and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders, (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viiiviii)(1) [reserved]incurring unsecured Indebtedness expressly subordinated in right of payment to the Obligations on customary market terms or unsecured Guarantees in respect of any such Indebtedness in an aggregate principal amount not to exceed $5,000,000 at any time outstanding; provided that such Guarantees shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (2) Guarantees in respect of Indebtedness of the Borrower and its Restricted Subsidiaries permitted under Section 7.03, including any Permitted Refinancing thereof and (3) guarantees of other obligations not constituting Indebtedness incurred by the Borrower or any of their Restricted Subsidiaries, (ix) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (x) holding any cash or Cash Equivalents, (xi) making of any Restricted Payments or Investments permitted hereunder, (xii) entering into employment agreements and other arrangements with, including providing indemnification to, officers and directors, (xiii) establishing and maintaining bank accounts, (xiv) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (xv) performance of its obligations under any management agreement with the Sponsor and (xvi) any activities incidental or reasonably related to the foregoing.,

Permitted Activities. With respect to Holdings, Holdings will not engage in any material operating or business activities includingactivities; provided, without limitation, the formation of any Subsidiary or the acquisition of any Person; provided that the following and any activities incidental or related thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower, Borrower and its other Subsidiaries and activities incidental thereto, including receipt and payment of dividends Restricted Payments and other amounts in respect of such Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Transactions (including under the Acquisition Agreements), the Credit Documents, the Second Priority Debt Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its or a direct or indirect parent entity’s common stock equity or any other issuance or sale of its Qualified or a direct or indirect parent entity’s Equity Interests, (v) any activities incidental financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to compliance with the provisions capital of its Subsidiaries and guaranteeing the obligations of the Securities Act of 1933 Borrower and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of its other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholdersSubsidiaries, (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viii) [reserved], (ix) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated consolidated, combined or unitary group of Holdings and the Borrowerprovision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (xvii) holding any cash or Cash Equivalentsproperty (but not operate any property), (xiviii) making and receiving of any Restricted Payments or Investments permitted hereunder, (xiiix) entering into employment agreements and other arrangements with, including providing indemnification to, to officers and directors, (x) activities relating to any Permitted Reorganization, IPO Reorganization Transaction or a Qualifying IPO, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) establishing activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and maintaining bank accountsthe Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the obtainment of, and the payment of Borrower or any fees and expenses for, management, consulting, investment banking and advisory services Restricted Subsidiary 237 LEGAL_US_E # 167910103.1167910103.8 to the extent otherwise expressly permitted by under this Agreement, Section 10 and (xv) performance of its obligations under any management agreement with the Sponsor and (xvi) any activities incidental or reasonably related to the foregoing.

Permitted Activities. With respect to Holdings, engage in any material operating or business activities including, without limitation, the formation of any Subsidiary or the acquisition of any Person; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower, and activities incidental thereto, including payment of dividends and other amounts in respect of such 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 documents governing Indebtedness permitted hereby, (iv) any public offering of its common stock or any other issuance or sale of its Qualified Equity Interests, (v) any activities incidental to compliance with the provisions of the Securities Act of 1933 and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders, (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viii) [reserved], (ix) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (x) holding any cash or Cash Equivalents, (xi) making of any Restricted Payments or Investments permitted hereunder, (xii) entering into - 146 - employment agreements and other arrangements with, including providing indemnification to, officers and directors, (xiii) establishing and maintaining bank accounts, (xiv) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (xv) performance of its obligations under any management agreement with the Sponsor and (xvi) any activities incidental or reasonably related to the foregoing.

Permitted Activities. With respect to Holdings, Holdings will not engage in any material operating or business activities includingactivities; provided, without limitation, the formation of any Subsidiary or the acquisition of any Person; provided that the following and any activities incidental or related thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Borrower, Borrower and its other Subsidiaries and activities incidental thereto, including receipt and payment of dividends Restricted Payments and other amounts in respect of such Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Transactions (including under the Acquisition Agreements), the Credit Documents, the Senior Debt Documents and any other documents governing Indebtedness permitted hereby, (iv) any public offering of its or a direct or indirect parent entity’s common stock equity or any other issuance or sale of its Qualified or a direct or indirect parent entity’s Equity Interests, (v) any activities incidental financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to compliance with the provisions capital of its Subsidiaries and guaranteeing the obligations of the Securities Act of 1933 Borrower and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and similar laws and regulations of its other jurisdictions and the rules of securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholdersSubsidiaries, (vi) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holding’s (or a direct or indirect parent’s) common stock and the continued existence of Holdings (or a direct or indirect parent) as a public company, (vii) activities required to comply with applicable laws, (viii) [reserved], (ix) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated consolidated, combined or unitary group of Holdings and the Borrowerprovision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (xvii) holding any cash or Cash Equivalentsproperty (but not operate any property), (xiviii) making and receiving of any Restricted Payments or Investments permitted hereunder, (xiiix) entering into employment agreements and other arrangements with, including providing indemnification to, to officers and directors, (x) activities relating to any Permitted Reorganization, IPO Reorganization Transaction or a Qualifying IPO, (xi) merging, amalgamating or consolidating with or into any direct or indirect parent or subsidiary of Holdings (in compliance with the definitions of “Holdings” and “New Holdings” in this Agreement), (xii) repurchases of Indebtedness through open market purchases and Dutch auctions, (xiii) establishing activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and maintaining bank accountsthe Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (xiv) any transaction with the obtainment of, and the payment of Borrower or any fees and expenses for, management, consulting, investment banking and advisory services Restricted Subsidiary to the extent otherwise expressly permitted by under this Agreement, Section 10 and (xv) performance of its obligations under any management agreement with the Sponsor and (xvi) any activities incidental or reasonably related to the foregoing.