Common use of Conduct of the Target Business Clause in Contracts

Conduct of the Target Business. From the date hereof until the Closing, Seller and Target shall cause Target and its Subsidiaries to conduct the Target Business in the ordinary course consistent with past practice and to use their reasonable best efforts to preserve intact the Target Business (including filing any Tax Returns and paying any Taxes), the Target Assets and the relationships of Target and its Subsidiaries with customers, suppliers and others having business dealings with them, and to keep available the services of their present officers and significant employees. Without limiting the generality of the foregoing, from the date hereof until the Closing, except as otherwise expressly permitted or required by this Agreement or as set forth in this Section 4.1 of the Seller Disclosure Letter or with the prior consent of Buyer, Target will not, and Seller and Target will not permit Target or any of its Subsidiaries to (other than in the ordinary course of business): (a) amend its certificate of incorporation, memorandum and articles of association or by-laws or take or authorize any action to wind up its affairs or dissolve; (b) (i) amend any Target Benefit Plan in any material respect, (ii) establish any new arrangement that would (if it were in effect on the date hereof) constitute a Target Benefit Plan, (iii) take any action to increase the rate of compensation of its directors, officers or employee other that in the ordinary course of business in a manner consistent with past practice or to the extent required under any Target Benefit Plan, collective bargaining agreement, labor agreement, works council agreement or other contractual arrangement or by applicable Law or (iv) grant or pay any severance or termination pay to any of its directors, officers or employees other than in the ordinary course of business in a manner consistent with past practice and as may be required by applicable law; (c) issue, sell or grant options, warrants or rights to purchase or subscribe to, enter into any arrangement or contract with respect to the issuance or sale of, or redeem or repurchase, any Target Securities or any Target Subsidiary Securities or make any changes (by combination, reorganization or otherwise) in the capital structure of Target or any of its Subsidiaries; (d) make any material change to its accounting policies or practices, except as required by IFRS or U.S. GAAP (once adopted by Buyer) or applicable Law; (e) merge or consolidate with any other Person; (f) enter into, assume, amend or terminate any Target Material Contract or any agreement that would be a Target Material Contract, other than Target Material Contracts entered into in the ordinary course of business consistent with past practice and providing for payments over the term of such agreements of no more than US$2,000,000 with respect to any single agreement; (g) acquire any real property or any direct or indirect interest in any real property in excess of US$2,000,000 with respect to any single acquisition; (h) incur any Indebtedness, other than trade accounts payable and short-term working capital financing, in each case, incurred in the ordinary course of business consistent with past practice; (i) make or change any material Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting, amend any material Tax Returns or file any claims for material Tax refunds, enter into any material closing agreement, settle any material Tax claim, audit or assessment or surrender any right to claim a material Tax refund, offset or other reduction in Tax liability; (j) make any capital expenditures or commitments for capital expenditures in an amount in excess of US$5,000,000 in the aggregate, or fail to make capital expenditures in the amounts and for the purposes set forth in Target’s current capital expenditures budget; (k) forgive, cancel or compromise any debt or claim, or waive or release any right of material value; (l) fail to pay or satisfy when due any material liability of Target or any of its Subsidiaries (other than any such liability that is being contested in good faith); (m) settle or compromise any material Litigation; (n) declare, set aside or pay any dividend or distribution (whether in cash, stock, property or otherwise) in respect of, or enter into any agreement with respect to the voting of, any shares of its capital stock; (o) enter into any new Target Related Party Transaction or amend or modify any existing Target Related Party Transaction other than in the ordinary course of business consistent with past practice; (p) terminate or materially amend any policy constituting the Target Insurance Program; (q) acquire any Buyer Ordinary Shares or Buyer ADSs or any options, warrants or other rights to acquire Buyer Ordinary Shares or other securities of, or any other economic interest (through derivatives securities or otherwise) in, Buyer Ordinary Shares; or (r) agree or commit to do any of the foregoing.

Conduct of the Target Business. From (a) Parent undertakes to procure that, between the date hereof until and the ClosingClosing at which any Subject Companies are purchased and sold, Seller and Target such Subject Companies (except in each case as referred to in Section 5.1(b) or as may be approved by Purchaser (such approval not to be unreasonably withheld, conditioned or delayed)) (1) shall cause Target and its Subsidiaries carry on the business of such Subject Companies and, to conduct the Target Business extent applicable to any such Subject Company, the Securitization Transactions, in the ordinary course course, consistent in all material respects with past practice and to (including by continuing the business of such Subject Companies in each market in which it is currently conducted), (2) shall use their respective commercially reasonable best efforts to preserve intact the Target Business (including filing any Tax Returns in all material respects their respective business organizations and paying any Taxes), the Target Assets and the preserve their relationships of Target and its Subsidiaries with customers, suppliers key employees and others having other Persons with whom they have material business dealings with themdealings, and to keep available the services of their present officers and significant employees. Without limiting the generality of the foregoing, from the date hereof until the Closing, except as otherwise expressly permitted or required by this Agreement or as set forth in this Section 4.1 of the Seller Disclosure Letter or with the prior consent of Buyer, Target will (3) shall not, and Seller and Target will not permit Target or any of its Subsidiaries to (other than in the ordinary course of business):: (a) amend its certificate of incorporation, memorandum and articles of association or by-laws or take or authorize any action to wind up its affairs or dissolve; (b) (i) amend any Target Benefit Plan in provision of the Constituent Documents of any material respectSubject Company, or any term of any outstanding Equity Interest issued by any Subject Company; (ii) establish effect any new arrangement that would (if it were recapitalization, reclassification, stock split, combination or like change in effect on the date hereof) constitute a Target Benefit Plan, capitalization of any Subject Company; (iii) take sell, pledge, transfer, dispose of, encumber (other than Permitted Encumbrances) create, allot or issue, or grant an option to subscribe for, any action to increase the rate of compensation of its directors, officers or employee other that Equity Interest in the ordinary course of business in a manner consistent with past practice or to the extent required under any Target Benefit Plan, collective bargaining agreement, labor agreement, works council agreement or other contractual arrangement or by applicable Law or Subject Company; (iv) grant acquire or pay agree to acquire any severance or termination pay to Equity Interest in any Person (other than another of its directorsthe Subject Companies), officers or employees other than in the ordinary course of business in a manner consistent connection with past practice and as may be required by applicable law; (c) issue, sell or grant options, warrants or rights to purchase or subscribe to, enter into any arrangement or contract with respect to the issuance or sale of, or redeem or repurchase, any Target Securities or any Target Subsidiary Securities or make any changes (by combination, reorganization or otherwise) in the capital structure of Target or any of its Subsidiaries; (d) make any material change to its accounting policies or practices, except as required by IFRS or U.S. GAAP (once adopted by Buyer) or applicable Law; (e) merge or consolidate with any other Person; (f) enter into, assume, amend or terminate any Target Material Contract or any agreement that would be a Target Material Contract, other than Target Material Contracts entered into in the ordinary course of business consistent with past practice and providing for payments over the term of such agreements of no more than US$2,000,000 with respect to any single agreement; (g) acquire any real property or any direct or indirect interest in any real property in excess of US$2,000,000 with respect to any single acquisition; (h) incur any Indebtedness, other than trade accounts payable and short-term working capital financing, in each case, incurred investment activities conducted in the ordinary course of business consistent with past practice; (iv) merge or consolidate any Subject Company with any Person, or adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of any Subject Company; (vi) other than in the ordinary course of business consistent with past practice, (A) make any loans, advances or capital contributions to, any other Person, except another Subject Company, or (B) incur, issue, assume, increase or modify the material terms of any indebtedness for borrowed money or guarantee any such Liabilities; (vii) (A) grant any salary or wage increase to any director, employee or individual consultant of any Target Company or to any Business Employee from those existing on the date of this Agreement, except in any case (1) as may be required by applicable Law, (2) to satisfy contractual obligations existing as of the date of this Agreement (including pursuant to any collective bargaining agreement), (3) pursuant to national trade agreements; (4) in the ordinary course of business consistent with past practice, including increases that are consistent with past increases, with respect to any employee and such increase for any such employee does not exceed the total budgeted amount for compensation, or (5) for newly hired or recently promoted employees (other than any employee replacing a Key Person or Business Employee) to fill a vacant position as of the date hereof or to replace an employee who terminated employment after the date hereof on terms that are in the ordinary course of business consistent with past practice for the applicable position; provided however, that any once-per-year salary increase for any Business Employee that is employed in the US shall not exceed 3% of such Business Employee's then-current annual salary; or (B) enter into, amend or renew any employment, individual consulting, severance, retention, change in control or similar agreements or arrangements with any Business Employee or Key Person, except for any such agreement or arrangements for which Purchaser and its Affiliates would not have any obligation or Liability; (C) enter into, amend or renew any employment, individual consulting, severance, retention, change in control or similar agreements or arrangements with any director, officer, employee or individual consultant of any Target Company except (other than for a Key Person) on terms that are in the ordinary course of business consistent with past practice, including increases that are consistent with past increases, for the applicable position (it being understood that any such employment agreement may provide for severance in the ordinary course of business consistent with past practices); (viii) (A) enter into, establish, adopt or amend any Target Company Benefit Plan or other pension, retirement, stock option, stock purchase, profit sharing, deferred compensation, bonus, severance, group insurance, employee benefit, incentive or welfare contract, plan or arrangement in respect of any director, officer, employee or individual consultant of any Target Company, or take any action to accelerate the vesting of compensation or benefits payable thereunder (other than in respect of Parent Benefit Plans), except (other than in respect of any employment, individual consulting, severance, retention, change in control or similar agreements or arrangements of Key Persons for which Purchaser and its Affiliates would have any obligation or Liability): (1) as may be required by applicable Law, (2) to satisfy contractual obligations under this Agreement or existing as of the date of this Agreement, (3) pursuant to national trade agreements; (4) to comply with any judicial or administrative order from any Government Authority, (5) as part of an annual renewal process consistent with past practice, including increases that are consistent with past increases, or (6) in the ordinary course of business consistent with past practice, including increases that are consistent with past increases, provided, however, that notwithstanding the foregoing, any newly hired or recently promoted employee (other than any employee replacing a Key Person) shall be eligible to participate in any existing contract, plan or arrangement on terms that are in the ordinary course of business consistent with past practice for the applicable position; further provided, that the amount of cumulative, aggregate costs of all changes under this subsection (A) shall not exceed the total budgeted amount for any such contract, plan or arrangement, or (B) enter into, establish, adopt or amend any pension, retirement, stock option, stock purchase, profit sharing, deferred compensation, bonus, severance, group insurance, employee benefit, incentive or welfare contract, plan or arrangement in respect of any Business Employee, except (other than in respect of any employment, individual consulting, severance, retention, change in control or similar agreements or arrangements of Business Employees for which Purchaser and its Affiliates would have any obligation or Liability) in any manner such that the resulting terms or increases in amounts applicable to any Business Employee is not disproportionately favorable to such Business Employee relative to the resulting terms or increases in amounts applicable to similarly situated non-Business Employees; (ix) make any change, in any material respect, in accounting methods, principles, practices or policies used by any Subject Company or in the manner of application of such methods, principles, practices or policies, except insofar as may be required by Law or applicable accounting principles; (x) make, change or revoke any Tax election (including any entity classification election), change an annual accounting period, change any annual Tax accounting periodtaxable year, adopt or change any method of Tax accountingaccounting method, amend any material Tax Returns or file any claims for material amended Tax refundsReturn, enter into any material closing agreementagreement with respect to Taxes, settle any material Tax claimclaim for Taxes or assessments relating to it, audit or assessment or surrender any right to claim a material Tax refundrefund of Taxes, offset consent to any extension or other reduction in Tax liabilitywaiver of any limitation period applicable to any claim for Taxes or assessments relating to it; (jxi) make other than the settlement of collection Actions in the ordinary course of business consistent with past practice, settle any capital expenditures pending or commitments for capital expenditures in an amount in excess of US$5,000,000 threatened Action (A) with a value greater than $1,750,000 individually or $7,500,000, in the aggregate, or fail to make capital expenditures in the amounts and for which a reserve has not been established by the purposes set forth in Target’s current capital expenditures budgetapplicable Subject Company or (B) for an amount more than 15% above the amount of any reserve established for such Action by the applicable Subject Company; (kxii) forgiveother than in the ordinary course of business consistent with past practice, cancel sell, lease, license or compromise any debt otherwise dispose of, grant an Encumbrance on or claimpermit an Encumbrance to exist on, or waive agree to sell, lease, license, or release otherwise dispose of, or grant or permit an Encumbrance on, any right properties or assets of material valuethe Subject Companies with a value greater than $2,500,000, in each case, other than any Permitted Encumbrances; (lxiii) fail to pay acquire a substantial portion of the assets or satisfy when due business of any material liability of Target Person or any division or line of its Subsidiaries (other business thereof, or otherwise acquire any assets or properties, in each case, whether in a single transaction or a series of related transactions, with a value greater than $2,500,000, or enter into any such liability that is being contested in good faith)new line of business; (mxiv) settle or compromise make any material Litigation; (n) declare, set aside or pay any dividend or distribution (whether in cash, stock, property equity rights or otherwise) in respect ofproperty), declare or pay any dividend, effect a reduction of the capital, or enter into any agreement with respect contractual commitment to effect any of the voting of, any shares of its capital stockforegoing; (oxv) commence any proceeding or file any petition in any court relating to the bankruptcy, reorganization, insolvency, dissolution, liquidation or relief from debtors, in any case, in respect of any Subject Company; (xvi) enter into any new Target Related Party Transaction Contract that, if existing on the date hereof, would be a Specified Contract (other than a Specified Contract described in Section 3.15(a)(i), Section 3.15(a)(iv), Section 3.15(a)(v), to the extent entered into in the ordinary course of business consistent with past practice, or amend Section 3.15(a)(x) or modify Section 3.15(a)(xi)), or amend, modify, waive, renew or terminate, in each case, in any material respect, any material right under any existing Specified Contract except renewals, extensions or replacements of existing Specified Contracts on terms that are, in the aggregate, at least as favorable in all material respects to the Target Related Party Transaction Company as the terms thereof on the date of this Agreement or fail to comply with any material obligation of the relevant Subject Company under any Specified Contract; (xvii) other than in the ordinary course of business consistent with past practice, sell, lease, license or otherwise dispose of, grant an Encumbrance on or permit an Encumbrance to exist on, or agree to sell, lease, license, or otherwise dispose of, or grant or permit an Encumbrance on, any Intellectual Property or IT Assets owned or used by the Subject Companies; (xviii) fail to maintain any Scheduled Intellectual Property or fail to use reasonable measures to protect the confidential nature of the material trade secrets of the Target Companies; (xix) make or commit to make capital expenditures in excess of $2,000,000 individually and $5,000,000 in the aggregate; (xx) enter into, modify or terminate any labor or collective bargaining agreement of any Target Company or, through negotiation or otherwise, make any commitment to incur any Liability to any labor organization with respect to any Target Company except pursuant to national trade agreements; (xxi) other than actions taken in the ordinary course of business consistent with past practice, take or permit any of its Affiliates to take any action that would result in any Securitization Servicer, Securitization Originator, Securitization Depositor or Securitization Issuing Entity failing to comply in any material respect with its obligations under any applicable Securitization Instrument; (xxii) other than in the ordinary course of business, consistent with past practice, and except as required by Law, applicable accounting standards updating requirements of internal policies and procedures in place as of the date hereof, changes to policies and procedures applicable to Parent and its Affiliates and not targeted at the Target Companies or the Securitization Instruments, modify, replace or supersede the any credit, underwriting or collection practices of any Target Company in any material respect; (xxiii) transfer the employment of any Business Employee to a position outside of the Target Business; or (xxiv) affirmatively authorize or commit to do any of the actions prohibited by this Section 5.1(a). (b) Notwithstanding anything to the contrary in Section 5.1(a), or any other provision of this Agreement or any other Transaction Document, neither Parent nor any of its Affiliates shall be prevented from undertaking, be required to obtain Purchaser's consent in relation to, or incur any Liability as a result of effecting any of the following: (i) any matter required by Law or any Government Authority; (ii) the implementation of any transaction or the taking of any action expressly contemplated to be taken in any Transaction Document, including any action that arises as a result of the fact that more than one Closing may occur; (iii) any matter disclosed in Section 5.1(b) of Parent's Disclosure Letter; (iv) the performance of an obligation under any Contract existing as at the date hereof; (v) the contribution of any funding to any Subject Company in the ordinary course of business consistent with past practice; (pvi) terminate the release or materially amend discharge of any policy constituting the Target Insurance ProgramLiability owed by a Subject Company to Parent or any of its Affiliates, or owed by Parent or any of its Affiliates to a Subject Company; (qvii) acquire any Buyer Ordinary Shares the amendment, modification or Buyer ADSs or any options, warrants or other rights to acquire Buyer Ordinary Shares or other securities of, or any other economic interest (through derivatives securities or otherwise) in, Buyer Ordinary Shares; or (r) agree or commit to do any revision of the foregoingterms of any European Intercompany Loan pursuant to Section 5.17; (viii) any action taken in connection with disaster recovery or related emergency response efforts with the intention of minimizing any adverse effect resulting from such efforts (provided that Parent shall promptly notify Purchaser of any such efforts); or (ix) the assignment of any Transfer In-Process Marks to Parent.

Conduct of the Target Business. From (a) The Sellers undertake to procure that, between the date hereof until and the ClosingClosing Date, Seller the Target Companies (except in each case (A) as referred to in Section 5.2 (Exceptions) or (B) to the extent that the Sellers or the Target Companies provide advance written notice to the Purchasers’ Representative and Target the Purchasers’ Representative consents in writing or fails to respond to such notice within ten (10) Business Days of delivery of such notice (which failure shall cause Target and its Subsidiaries be deemed to conduct be consent), it being understood that notwithstanding the foregoing the Purchasers’ Representative shall use commercially reasonable efforts to respond to such requests within five (5) Business Days of receipt thereof) shall (x) carry on the Target Business in the ordinary course consistent with past practice Ordinary Course, and preserve substantially intact their respective business organizations and to use their reasonable best efforts to preserve intact maintain business relationships in the Ordinary Course, and (y) ensure that the Target Business (including filing any Tax Returns and paying any Taxes), the Target Assets and the relationships of Target and its Subsidiaries with customers, suppliers and others having business dealings with them, and to keep available the services of their present officers and significant employees. Without limiting the generality of the foregoing, from the date hereof until the Closing, except as otherwise expressly permitted or required by this Agreement or as set forth in this Section 4.1 of the Seller Disclosure Letter or with the prior consent of Buyer, Target will Companies shall not, and Seller and Target will not permit Target or any of its Subsidiaries to (other than in the ordinary course of business):: (a) amend its certificate of incorporation, memorandum and articles of association or by-laws or take or authorize any action to wind up its affairs or dissolve; (b) (i) amend any Target Benefit Plan in provision of the organizational documents (including any material respect, (ii) establish any new arrangement document that would (if it were in effect on establishes legal existence or that governs the date hereof) constitute internal affairs of a Target Benefit PlanCompany), (iii) take or any action to increase the rate term of compensation of its directors, officers or employee other that in the ordinary course of business in a manner consistent with past practice or to the extent required under any outstanding securities issued by any Target Benefit PlanCompany, collective bargaining agreement, labor agreement, works council agreement or other contractual arrangement or by applicable Law or (iv) grant or pay any severance or termination pay to any of its directors, officers or employees other than in the ordinary course of business in a manner consistent with past practice and except as may be required by applicable law; (c) issue, sell or grant options, warrants or rights a Government Authority pursuant to purchase or subscribe to, enter into any arrangement or contract with respect to the issuance or sale of, or redeem or repurchase, any Target Securities or any Target Subsidiary Securities or make any changes (by combination, reorganization or otherwise) in the capital structure of Target or any of its Subsidiaries; (d) make any material change to its accounting policies or practices, except as required by IFRS or U.S. GAAP (once adopted by Buyer) or applicable Law; (eii) sell, pledge, transfer, dispose of, encumber in any way (other than Permitted Encumbrances), create, allot or issue, redeem, split, combine, subdivide or otherwise reclassify or grant an option to subscribe for, any share capital of or any interest in, or securities issued by, any Target Company; (iii) acquire any assets of, or any shares or other interests in, any company, partnership or other venture, other than in the Ordinary Course, or merge or consolidate any Target Company with any person, or adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other Personreorganization of any Target Company; (fiv) enter into, assume, amend or terminate reduce any of the fees charged as of the date hereof by the Target Material Contract or any agreement that would be a Target Material Contract, other than Target Material Contracts entered into in the ordinary course of business consistent with past practice and providing for payments over the term of such agreements of no more than US$2,000,000 with respect Companies to any single agreementits customers; (gv) acquire any real property or any direct or indirect interest in any real property in excess of US$2,000,000 with respect to any single acquisition; (hA) incur any Indebtedness, other than trade accounts payable and short-term working capital financing, in each case, incurred in the ordinary course of business consistent with past practice; (i) make or change any material Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting, amend any material Tax Returns or file any claims for material Tax refunds, enter into any material closing agreement, settle any material Tax claim, audit or assessment or surrender any right to claim a material Tax refund, offset or other reduction in Tax liability; (j) make any capital expenditures or commitments for capital expenditures in an amount in excess of US$5,000,000 in the aggregate, or fail to make capital expenditures in the amounts and for the purposes set forth in Target’s current capital expenditures budget; (k) forgive, cancel or compromise any debt or claim, or waive or release any right of material value; (l) fail to pay or satisfy when due any material liability of Target or any of its Subsidiaries (other than any such liability that is being contested in good faith); (m) settle or compromise any material Litigation; (n) declare, set aside declare or pay any dividend or make any other distribution (to its shareholders whether in cash, stock, property or otherwise) not upon or in respect of, or enter into of any agreement with respect to the voting of, share capital in any shares Target Company of its capital stock; (o) enter into any new Target Related Party Transaction or amend or modify any existing Target Related Party Transaction , other than (w) regular cash dividends in respect of fiscal year 2012 profits (and with respect to any October 2013 interim dividend, solely in respect of 2013 profits of the ordinary course of business Target Companies earned prior to the Balance Sheet Date), at times and with payout ratios consistent with past practice; , declared and paid prior to the Balance Sheet Date, (px) terminate or materially amend regular cash Post-Balance Sheet Date Dividends in respect of fiscal year 2012 profits (and with respect to any policy constituting October 2013 interim dividend, solely in respect of 2013 profits of the Target Insurance Program; Companies earned prior to the Balance Sheet Date), at times and with payout ratios consistent with past practice, (qy) acquire any Buyer Ordinary Shares Minority Interest Dividends (it being understood that such dividend(s) may take the form of interim dividends in respect of 2013 profits or Buyer ADSs or any optionsdividends of retained earnings, warrants or other rights to acquire Buyer Ordinary Shares or other securities ofin each case in accordance with applicable Law and applicable accounting rules), or any other economic interest (through derivatives securities or otherwise) in, Buyer Ordinary Shares; or (r) agree or commit to do any of the foregoing.or