Common use of Holding Companies Clause in Contracts

Holding Companies. None of the Parent, the Borrower or WXAT BVI shall trade, carry on any business, own any assets or incur any liabilities, indebtedness or commitments (whether actual or contingent) except for: (a) the provision and purchase of management, legal, accounting and administrative services (excluding treasury services) to other Group Members of a type customarily provided by a Holding Company to its Subsidiaries and any rights or liabilities in connection therewith; (b) ownership of Equity Interests in Group Members, and credit balances in bank accounts, cash and Cash Equivalent Investments but only if those Equity Interests and, in the case of the Borrower or WXAT BVI, credit balances, cash and Cash Equivalent Investments are (or, by the time required by this Agreement to be or become subject to Transaction Security, will be) subject to Transaction Security; (c) in the case of the Borrower or WXAT only, having any rights or liabilities under (i) any employment, services or consultancy contracts with any directors, management, employees, auditors or consultants of or service providers (including professional advisers) to the Group or (ii) any insurance arrangements for the Group; (d) having rights and liabilities as at the date of the Commitment Letter in respect of Existing Hedging Agreements; (e) in the case of the Borrower or WXAT BVI, intra-Group debit balances (constituting indebtedness under Permitted Loans made to it by other Group Members) and intra-Group credit balances (constituting Permitted Loans made by it to other Group Members); (f) in the case of the Parent and the Borrower, having rights and liabilities under any Parent Loan; (g) having rights and liabilities under the Transaction Documents to which it is a party; (h) incurring any liabilities for Taxes, professional fees and administration costs in the ordinary course of business as a Holding Company and any liabilities arising by operation of law in the ordinary course of its business as a Holding Company (which liabilities do not arise as a result of any default or omission by the Parent, the Borrower or WXAT BVI); (i) incurring any liabilities for any Merger Costs contemplated in the Funds Flow Statement; (j) making any Permitted Loan or Permitted Disposal, granting Permitted Security, incurring any Permitted Financial Indebtedness, making or benefiting from any Permitted Guarantee, and making, facilitating or receiving any Permitted Share Issue or Permitted Distribution, in each case provided that such are not otherwise prohibited by the Finance Documents; (k) entering into a Permitted Transaction or a Permitted Hedging Transaction; (l) non-trading administrative activities desirable to maintain its tax status; (m) compliance with reporting and other similar obligations under any applicable laws; and (n) any liabilities in (i) any mandate and commitment letters entered into in respect of or in contemplation of refinancing of the Facility in full or in respect of any Flotation, Permitted Acquisition or Permitted Disposal (in each case) to be made by it or (ii) any underwriting or other customary agreement entered into in connection with any Flotation or refinancing of the Facility in full, in each case under (i) or (ii), to the extent not otherwise prohibited by this Agreement.

Holding Companies. None of the Parent, the Borrower or WXAT BVI No Holdco shall trade, carry on any business, own any assets or incur any liabilities, indebtedness or commitments (whether actual or contingent) liabilities except for: (a) the holding of shares in Subsidiaries and Joint Ventures not prohibited by this Agreement; (b) the ownership of intra-Group debit balances, intra-Group credit balances and other credit balances in bank accounts, cash and Cash Equivalent Investments but (subject to the Agreed Security Principles) only if those credit balances, cash and Cash Equivalent Investments are subject to the Transaction Security; (c) the making of Intra-Group Loans or loans to the extent that (subject to the Agreed Security Principles) such loans are subject to Transaction Security; (d) Security and guarantees (or similar) permitted under Schedule 4 (Restrictive Covenants); (e) the entry into and performance of its obligations (and incurrence of liabilities) under the Transaction Documents and Pari Passu Debt Documents (as defined in the Intercreditor Agreement) to which it is a party; (f) subject to the relevant creditors (or an appointed Representative on their behalf) acceding to the Intercreditor Agreement as secured creditors or as unsecured creditors in each case ranking behind the Pari Passu Creditors (as defined in the Intercreditor Agreement), the entry into and performance of its obligations (and incurrence of liabilities) under the customary documentation relating thereto to which it is a party; (g) the granting of Transaction Security for the benefit of the holders of the Notes in accordance with the terms of the Finance Documents; (h) the provision and purchase of managementadministrative, legalmanagerial, financial statement accounting and administrative legal services (excluding treasury services) to other members of the Restricted Group Members of a type customarily provided by a Holding Company to its Subsidiaries and any rights or liabilities in connection therewith; (b) the ownership of Equity Interests in Group Members, and credit balances in bank accounts, cash and Cash Equivalent Investments but only if those Equity Interests and, in the case of the Borrower or WXAT BVI, credit balances, cash and Cash Equivalent Investments are (or, by the time required by this Agreement assets necessary to be or become subject to Transaction Security, will be) subject to Transaction Security; (c) in the case of the Borrower or WXAT only, having any rights or liabilities under (i) any employment, services or consultancy contracts with any directors, management, employees, auditors or consultants of or service providers (including professional advisers) to the Group or (ii) any insurance arrangements for the Group; (d) having rights and liabilities as at the date of the Commitment Letter in respect of Existing Hedging Agreements; (e) in the case of the Borrower or WXAT BVI, intra-Group debit balances (constituting indebtedness under Permitted Loans made to it by other Group Members) and intra-Group credit balances (constituting Permitted Loans made by it to other Group Members); (f) in the case of the Parent and the Borrower, having rights and liabilities under any Parent Loan; (g) having rights and liabilities under the Transaction Documents to which it is a party; (h) incurring any liabilities for Taxes, professional fees and administration costs in the ordinary course of business as a Holding Company and any liabilities arising by operation of law in the ordinary course of its business as a Holding Company (which liabilities do not arise as a result of any default or omission by the Parent, the Borrower or WXAT BVI)provide such services; (i) incurring subject to the Intercreditor Agreement, the making of or receipt of any liabilities for any Merger Costs contemplated in the Funds Flow Statement;Permitted Payment; and (j) making any Permitted Loan or Permitted Disposal, granting Permitted Security, incurring any Permitted Financial Indebtedness, making or benefiting from any Permitted Guarantee, general corporate administration and making, facilitating or receiving any Permitted Share Issue or Permitted Distribution, in each case provided that such are not otherwise prohibited by the Finance Documents; (k) compliance activities including without limitation those relating to entering into a Permitted Transaction or a Permitted Hedging Transaction; (l) non-trading administrative activities desirable to maintain its tax status; (m) compliance with reporting engagements and other similar obligations under any applicable laws; and (n) any liabilities in (i) any mandate and commitment letters entered into in respect of or in contemplation of refinancing service contracts on behalf of the Facility in full or in respect of any FlotationGroup, Permitted Acquisition or Permitted Disposal paying overhead costs and filing fees and other ordinary course expenses (in each case) to be made by it or (ii) any underwriting or other customary agreement entered into in connection with any Flotation or refinancing of the Facility in full, in each case under (i) or (iisuch as audit fees and Taxes), to the extent not otherwise prohibited by this Agreementother related activities and periodic reporting requirements.

Holding Companies. None of The Parent and Smurfit Kappa Funding and the Parent, the Borrower or WXAT BVI shall trade, Company must not carry on any business, trade and must not own any assets or incur any liabilitiesFinancial Indebtedness, indebtedness or commitments (whether actual or contingent) except forother than: (a) the ownership of shares of (A) in the case of the Parent, Smurfit Kappa Funding and SPV Ireland and (B) in the case of Smurfit Kappa Funding, the Company and (C) in the case of the Company, its Subsidiaries, provided such shares are secured by the Security Documents; (b) opening bank accounts (provided that such bank accounts are charged under the Security Documents and the bank or financial institution concerned has acknowledged such charge) and holding cash; (c) in acting as a holding company including the provision and purchase of management, legal, accounting and administrative services (excluding including corporate governance of the Group, treasury services, and entering into hedging agreements) to other members of the Group Members and in the case of the Parent to members of the SPV Group of a type customarily provided by a Holding Company to its Subsidiaries and any rights or liabilities in connection therewithSubsidiaries; (bd) ownership of Equity Interests in Group Membersincurring (and to the extent otherwise permitted under the Senior Finance Documents, and credit balances in bank accounts, cash and Cash Equivalent Investments but only if those Equity Interests and, repaying) Financial Indebtedness under (i) the Senior Finance Documents or (ii) (except in the case of the Borrower Company and the Parent) the Securities or WXAT BVIBond Refinancing Debt, credit balances, cash and Cash Equivalent Investments are (or, provided that the same is permitted by the time required by this Agreement to be Senior Finance Documents or become subject to Transaction Security, will be) subject to Transaction Security; (ciii) in the case of the Borrower or WXAT onlyCompany, having the Smurfit Kappa Funding Loan Agreements in each case including any rights or liabilities under (i) refinancing thereof in connection with Bond Refinancing Debt and the Senior Subordinated Guarantee and any employment, services or consultancy contracts subsequent guarantee in connection with any directors, management, employees, auditors or consultants a refinancing of or service providers (including professional advisers) to the Group 2012 Cash Pay Notes or (iiiv) any insurance arrangements for in the Group; (d) having rights and liabilities as at the date case of the Commitment Letter Company, Loans from Group members to it for purpose of upstreaming cash to pay principal and interest under the Facilities or (v) guarantees existing on the Closing Date and in respect of Existing Hedging Agreementsreplacement or renewal thereof; (e) in the case of Smurfit Kappa Funding lending cash under the Borrower or WXAT BVI, intra-Group debit balances (constituting indebtedness under Permitted Loans made to it by other Group Members) Smurfit Kappa Funding Loan Agreements and intra-Group credit balances (constituting Permitted Loans made by it to other Group Members); (f) in the case of the Parent and Company lending cash to other members of the BorrowerGroup, having rights and liabilities as otherwise permitted under any Parent Loan;this Agreement; or (g) having rights and liabilities under the Transaction Documents to which it is a party; (hf) incurring any liabilities for Taxes, professional fees and administration costs repaying Financial Indebtedness as described in the ordinary course definition of business as a Holding Company and any liabilities arising by operation of law in the ordinary course of its business as a Holding Company (which liabilities do not arise as a result of any default or omission by the Parent, the Borrower or WXAT BVI); (i) incurring any liabilities for any Merger Costs contemplated in the Funds Flow Statement; (j) making any Permitted Loan or Permitted Disposal, granting Permitted Security, incurring any Permitted Financial Indebtedness, making or benefiting from any Permitted Guarantee, and making, facilitating or receiving any Permitted Share Issue or Permitted Distribution, in each case provided that such are not otherwise prohibited by the Finance Documents; (k) entering into a Permitted Transaction or a Permitted Hedging Transaction; (l) non-trading administrative activities desirable to maintain its tax status; (m) compliance with reporting and other similar obligations under any applicable laws; and (n) any liabilities in (i) any mandate and commitment letters entered into in respect of or in contemplation of refinancing of the Facility in full or in respect of any Flotation, Permitted Acquisition or Permitted Disposal (in each case) to be made by it or (ii) any underwriting or other customary agreement entered into in connection with any Flotation or refinancing of the Facility in full, in each case under (i) or (ii), to the extent not otherwise prohibited by this AgreementApproved IPO.

Holding Companies. None of the Parent, the (a) The Borrower or WXAT BVI shall not trade, carry on any business, own any assets or incur any liabilities, indebtedness or commitments (whether actual or contingent) liabilities except for: (ai) the provision and purchase of management, legal, accounting and administrative services (excluding treasury services) to other members of the Group Members of a type customarily provided by a Holding Company holding company to its Subsidiaries and any rights or liabilities in connection therewithSubsidiaries; (bii) ownership of Equity Interests shares in Group MembersAP WIP International Holdings II, Sarl and credit balances in bank accountsAP Wireless Puerto Rico, cash and Cash Equivalent Investments but only if those Equity Interests and, in the case of the Borrower or WXAT BVI, credit balances, cash and Cash Equivalent Investments are (or, by the time required by this Agreement to be or become subject to Transaction Security, will be) subject to Transaction SecurityLLC; (ciii) in the case of the Borrower or WXAT only, having any rights or liabilities under Permitted Financial Indebtedness and the making of Permitted Loans; and (iiv) any employment, services or consultancy contracts with any directors, management, employees, auditors or consultants of or service providers (including professional advisers) to the Group or (ii) any insurance arrangements for the Group; (d) having rights and liabilities as at the date of the Commitment Letter in respect of Existing Hedging Agreements; (e) in the case of the Borrower or WXAT BVI, intra-Group debit balances (constituting indebtedness under Permitted Loans made to it by other Group Members) and intra-Group credit balances (constituting Permitted Loans made by it to other Group Members); (f) in the case of the Parent and the Borrower, having rights and liabilities under any Parent Loan; (g) having rights and liabilities under the Transaction Finance Documents to which it is a party; (h) incurring any liabilities for Taxes, party and professional fees and administration costs in the ordinary course of business as a Holding Company and holding company; and (v) prior to the Closing Date only, liabilities in respect of the Existing Financial Indebtedness. (b) The Parent shall not trade, carry on any business, own any assets or incur any liabilities arising except for: (i) the provision of administrative services and treasury services to its Subsidiaries of a type customarily provided by operation a holding company to its Subsidiaries; (ii) ownership of law shares in the Borrower and AP WIP Domestic Investments II, LLC and AP WIP Domestic Investments III, LLC and/or any other Subsidiaries from time to time; (iii) liabilities under any Subordinated Shareholder Loans, to the extent otherwise permitted to be incurred by the Parent under this Agreement; (iv) any liabilities under the Finance Documents to which it is a party and professional fees and administration costs in the ordinary course of its business as a Holding Company (which liabilities do not arise as a result of any default or omission by the Parent, the Borrower or WXAT BVI)holding company; (iv) incurring any prior to the Closing Date only, liabilities for any Merger Costs contemplated in respect of the Funds Flow StatementExisting Financial Indebtedness; (jvi) making the provision of any Permitted Loan guarantees of obligations on behalf of itself or Permitted Disposalany member of the Group, granting Permitted Security, incurring any Permitted Financial Indebtedness, making an Unrestricted Subsidiary or benefiting from any Permitted Guarantee, and making, facilitating or receiving any Permitted Share Issue or Permitted Distribution, in each case provided that such are not otherwise prohibited by the Finance Documentsa Subsidiary; (kvii) entering into a Permitted Transaction the provision of cash, payments in kind or a Permitted Hedging Transaction; (l) non-trading administrative activities desirable service contributions to maintain its tax status; (m) compliance with reporting and other similar obligations under any applicable lawsSubsidiaries; and (nviii) the provision of loans to its Subsidiaries or to other direct or indirect Subsidiaries within the Wider Group or to any liabilities in (i) any mandate and commitment letters entered into in respect of or in contemplation of refinancing of other member within the Facility in full or in respect of any Flotation, Permitted Acquisition or Permitted Disposal (in each case) to be made by it or (ii) any underwriting or other customary agreement entered into in connection with any Flotation or refinancing of the Facility in full, in each case under (i) or (ii), to the extent not otherwise prohibited by this AgreementWider Group.

Holding Companies. None of the Parent, the Borrower or WXAT BVI The Company shall trade, not carry on any business, own any assets or incur any liabilities, indebtedness or commitments (whether actual or contingent) liabilities except for: (a) the provision and purchase of management, legal, accounting and administrative services (excluding treasury services) to other members of the Group Members of a type customarily provided by a Holding Company holding company to its Subsidiaries including, for the avoidance of doubt, negotiating and any rights or liabilities in connection therewithentering into contracts of insurance and maintenance with third party providers for the Group and the provision of treasury and IT services and director services to the Group; (b) ownership of Equity Interests shares in its Subsidiaries, intra-Group Membersdebit balances, intra-Group credit balances and other credit balances in bank accounts, cash and Cash Equivalent Investments but only if those Equity Interests and, in the case of the Borrower or WXAT BVI, credit balances, cash and Cash Equivalent Investments are (or, by the time required by this Agreement to be or become subject to Transaction Security, will be) subject to Transaction SecurityInvestments; (c) in the case of the Borrower or WXAT only, having any rights or liabilities under (i) any employment, services or consultancy contracts with any directors, management, employees, auditors or consultants of or service providers (including professional advisers) to the Group or (ii) any insurance arrangements for the Group; (d) having rights and liabilities as at the date of the Commitment Letter in respect of Existing Hedging Agreements; (e) in the case of the Borrower or WXAT BVI, intra-Group debit balances (constituting indebtedness under Permitted Loans made to it by other Group Members) and intra-Group credit balances (constituting Permitted Loans made by it to other Group Members); (f) in the case of the Parent and the Borrower, having rights and liabilities under any Parent Loan; (g) having rights and liabilities under the Transaction Finance Documents to which it is a party; (h) incurring any liabilities for Taxes, party and professional fees and administration costs and Tax incurred in the ordinary course of business as a Holding Company and any liabilities arising by operation of law in the ordinary course of its business as a Holding Company (which liabilities do not arise as a result of any default or omission by the Parent, the Borrower or WXAT BVI)holding company; (id) incurring any liabilities for any Merger Costs contemplated under the Senior Secured Documents (as defined in the Funds Flow StatementIntercreditor Agreement) to which it is a party and which are permitted under the Finance Documents and which are subject to the terms of the Intercreditor Agreement; (je) making any Permitted Loan or Permitted Disposal, granting Permitted Security, incurring any Permitted Financial Indebtedness, making or benefiting from any Permitted Guarantee, liabilities under the Senior Unsecured Notes Documents (as defined in the Intercreditor Agreement) to which it is a party and making, facilitating or receiving any Permitted Share Issue or Permitted Distribution, in each case provided that such which are not otherwise prohibited by permitted under the Finance DocumentsDocuments and which are subject to the terms of the Intercreditor Agreement; (kf) entering into a Permitted Transaction or a Permitted Hedging Transaction; any Subordinated Liabilities (las defined in the Intercreditor Agreement) non-trading administrative activities desirable which are permitted under the Finance Documents and which are subject to maintain its tax status; (m) compliance with reporting and other similar obligations under any applicable lawsthe terms of the Intercreditor Agreement; and (ng) any liabilities in (i) any mandate and commitment letters entered the entry into in respect of or in contemplation of refinancing of the Facility in full or in respect of any Flotationdealer manager, Permitted Acquisition tender agency, underwriting, purchase or Permitted Disposal (similar agreements and any engagement letters in each case) to be made by it or (ii) any underwriting or other customary agreement entered into case in connection with any Flotation or refinancing the entry into of the Facility in full, documents at Clause 23.9(d) or (e) (and in each case which are permitted under (ithe Finance Documents) or (ii), to the extent not otherwise prohibited by this Agreementand on terms customary for such agreements and letters and documents.

Holding Companies. None of the Parent, the Borrower or WXAT BVI The Company shall trade, not carry on any business, own any assets or incur any liabilities, indebtedness or commitments (whether actual or contingent) liabilities except for: (a) the provision and purchase of management, legal, accounting and administrative services (excluding treasury services) to other members of the Group Members of a type customarily provided by a Holding Company holding company to its Subsidiaries including, for the avoidance of doubt, negotiating and any rights or liabilities in connection therewithentering into contracts of insurance and maintenance with third party providers for the Group and the provision of treasury and IT services and director services to the Group; (b) ownership of Equity Interests shares in its Subsidiaries, intra-Group Membersdebit balances, intra-Group credit balances and other credit balances in bank accounts, cash and Cash Equivalent Investments but only if those Equity Interests and, in the case of the Borrower or WXAT BVI, credit balances, cash and Cash Equivalent Investments are (or, by the time required by this Agreement to be or become subject to Transaction Security, will be) subject to Transaction SecurityEquivalents; (c) in the case of the Borrower or WXAT only, having any rights or liabilities under (i) any employment, services or consultancy contracts with any directors, management, employees, auditors or consultants of or service providers (including professional advisers) to the Group or (ii) any insurance arrangements for the Group; (d) having rights and liabilities as at the date of the Commitment Letter in respect of Existing Hedging Agreements; (e) in the case of the Borrower or WXAT BVI, intra-Group debit balances (constituting indebtedness under Permitted Loans made to it by other Group Members) and intra-Group credit balances (constituting Permitted Loans made by it to other Group Members); (f) in the case of the Parent and the Borrower, having rights and liabilities under any Parent Loan; (g) having rights and liabilities under the Transaction Finance Documents to which it is a party; (h) incurring any liabilities for Taxes, party and professional fees and administration costs and Tax incurred in the ordinary course of business as a Holding Company and any liabilities arising by operation of law in the ordinary course of its business as a Holding Company (which liabilities do not arise as a result of any default or omission by the Parent, the Borrower or WXAT BVI)holding company; (id) incurring any liabilities for any Merger Costs contemplated Super Senior Liabilities (as defined in the Funds Flow StatementIntercreditor Agreement) which are permitted under the Finance Documents and which are subject to the terms of the Intercreditor Agreement; (je) making any Permitted Loan or Permitted Disposal, granting Permitted Security, incurring any Permitted Financial Indebtedness, making or benefiting from any Permitted Guarantee, liabilities under the Senior Secured Documents (as defined in the Intercreditor Agreement) to which it is a party and making, facilitating or receiving any Permitted Share Issue or Permitted Distribution, in each case provided that such which are not otherwise prohibited by permitted under the Finance DocumentsDocuments and which are subject to the terms of the Intercreditor Agreement; (kf) entering into any liabilities under the Senior Unsecured Notes Documents (as defined in the Intercreditor Agreement) to which it is a Permitted Transaction or a Permitted Hedging Transactionparty and which are permitted under the Finance Documents and which are subject to the terms of the Intercreditor Agreement; (lg) non-trading administrative activities desirable any Subordinated Liabilities (as defined in the Intercreditor Agreement) which are permitted under the Finance Documents and which are subject to maintain its tax status; (m) compliance with reporting and other similar obligations under any applicable lawsthe terms of the Intercreditor Agreement; and (nh) any liabilities in (i) any mandate and commitment letters entered the entry into in respect of or in contemplation of refinancing of the Facility in full or in respect of any Flotationdealer manager, Permitted Acquisition tender agency, underwriting, purchase or Permitted Disposal (similar agreements and any engagement letters in each case) to be made by it or (ii) any underwriting or other customary agreement entered into case in connection with any Flotation or refinancing the entry into of the Facility in fulldocuments at paragraphs (d), (e) and (f) of this Clause 23.9 (and in each case which are permitted under (ithe Finance Documents) or (ii), to the extent not otherwise prohibited by this Agreementand on terms customary for such agreements and letters and documents.

Holding Companies. None (a) The Borrower shall ensure that none of the Parent, the Borrower or WXAT BVI Holdcos shall trade, carry on any business, own any material assets or incur any liabilities, indebtedness or commitments (whether actual or contingent) except formaterial liabilities other than: (ai) the provision and purchase of management, legal, accounting and administrative services (excluding treasury services) to other Group Members of carrying on business as a type customarily provided by a Holding Company to its Subsidiaries and any rights or liabilities in connection therewithholding company; (bii) the ownership of Equity Interests shares (A) in Group MembersInterCo by Topco, (B) in PIKCo by InterCo, (C) in the Borrower by PIKCo, (D) in (aa) Bidco, or as the case may be or, following any Permitted Reorganization resulting in a merger, shares in whichever is the surviving entity and credit balances (bb) (directly or indirectly) in bank accounts, cash and Cash Equivalent Investments but only if those Equity Interests andthe Finance Company, in the each case of the Borrower or WXAT BVI, credit balances, cash and Cash Equivalent Investments are (or, by the time required Borrower, or (E) in the Target by this Agreement to be or become subject to Transaction Security, will be) subject to Transaction SecurityBidco; (c) in the case of the Borrower or WXAT only, having any rights or liabilities under (i) any employment, services or consultancy contracts with any directors, management, employees, auditors or consultants of or service providers (including professional advisers) to the Group or (ii) any insurance arrangements for the Group; (d) having rights and liabilities as at the date of the Commitment Letter in respect of Existing Hedging Agreements; (e) in the case of the Borrower or WXAT BVI, intra-Group debit balances (constituting indebtedness under Permitted Loans made to it by other Group Members) and intra-Group credit balances (constituting Permitted Loans made by it to other Group Members); (f) in the case of the Parent and the Borrower, having rights and liabilities under any Parent Loan; (giii) having rights and liabilities under the Transaction Documents, the PIK Facility Documents or any replacement or similar financing arrangements of PIKCo or any Holding Company of PIKCo (in respect of the period prior to the date of issue of the High Yield Notes (if any), to the extent that the principal amount outstanding under the PIK Facility (excluding capitalised interest) or any replacement or similar does not exceed € 350,000,000 (or its equivalent in other currencies) any fee letters entered into in connection therewith and the High Yield Engagement Letter to which it is a party; (h) incurring any liabilities for Taxes, party and in respect of professional fees and administration costs in the ordinary course of business as a Holding Company holding company of the Group and providing administrative services to the other members of the Group; (iv) having rights and liabilities under any Treasury Transactions which are permitted by Clause 25.27(c) of the Senior Facilities Agreement and which are contemplated by the Funds Flow Memorandum; (v) granting the Transaction Security and any Security required to be granted by it under the Senior Finance Documents; (vi) incurring liabilities for or in connection with Taxes, provided that for the avoidance of doubt, no member of the Group may make any payment in respect of Taxes to any Holdco (other than Bidco or, prior to the Senior Pushdown occurring, the Borrower) unless the amount so paid is required by the ultimate recipient in order to make a payment to the relevant tax authorities; (vii) incurring liabilities arising by operation of law in the ordinary course of its business as a Holding Company (which liabilities do not arise as a result of any default or omission by the Parent, the Borrower or WXAT BVI)law; (iviii) incurring in respect of any liabilities employment contracts for any Merger Costs contemplated in the Funds Flow Statementemployee of that Xxxxxx; (jix) incurring liabilities under the Senior Finance Documents, the Bridge Finance Documents and any high yield engagement letter and making any Permitted Payment in respect of any thereof; (x) in relation to any Notes Issuer, Notes On-Loan Lender or Permitted Disposal, granting Permitted SecurityNotes On-Loan Borrower only, incurring liabilities under the High Yield Notes Documents and making any Permitted Payment in respect thereof; (xi) in relation to PIKCo or any Holding Company of PIKCo only incurring liabilities under the PIK Facility Documents or any documents relating to any replacement or similar facility; (xii) making loans, acquiring shares or other assets and incurring liabilities in each case as referred to in any step set out in the Structure Memorandum or incurring rights or liabilities in connection with any Tender; (xiii) any arrangement in respect of, or the making of, a Permitted Payment or the making of a payment or entering into a transaction to facilitate a Permitted Payment; (xiv) making loans or giving guarantees otherwise permitted by this Agreement; (xv) under the Permitted Subordinated Debt Documents; (xvi) incurring rights and liabilities under the Market Purchase Facilities Agreement and/or the Market Purchase Agreement; (xvii) holding Cash or Cash Equivalents; (xviii) pursuant to a Permitted Reorganisation; (xix) the taking of any administrative actions necessary to maintain its existence; (xx) making Market Purchases of Target Shares provided that Bidco is the legal and beneficial owner of such Target Shares by the Closing Date, incurring Financial Indebtedness, making or benefiting from any Permitted Guarantee, Indebtedness in respect thereof and making, facilitating or receiving any Permitted Share Issue or Permitted Distribution, granting Security in support of such Financial Indebtedness in each case provided that such are Financial Indebtedness and Security is discharged in full no later than the Closing Date. (b) No member of the Group that is not otherwise prohibited a Holdco shall make any sale, lease, transfer or other disposal, or make any loan or other payment, to any Holdco (other than Bidco or, prior to the Senior Pushdown occurring, the Borrower) unless it is a Permitted Payment or is to facilitate a Permitted Payment. (c) Neither Bidco nor the Borrower shall make any sale, lease, transfer or other disposal, or make any loan or other payment, to any other Holdco (other than Bidco or, prior to Senior Pushdown occurring, the Borrower) unless it is a Permitted Payment or is to facilitate a Permitted Payment. (d) After the Senior Pushdown has occurred, any cash which is retained by the Finance Documents; Borrower at such time in an amount which, when aggregated with other amounts retained by the Borrower after such date, exceeds €5,000,000 in any financial year (kor its equivalent in other currencies) entering into and which is not required for application towards a Permitted Transaction or a Permitted Hedging Transaction;Payment shall, at the option of the Borrower: (l) non-trading administrative activities desirable to maintain its tax status; (m) compliance with reporting and other similar obligations under any applicable laws; and (n) any liabilities in (i) any mandate and commitment letters entered into in respect be pushed down to the Target either by way of cash loan or in contemplation of refinancing of the Facility in full or in respect of any Flotation, Permitted Acquisition or Permitted Disposal (in each case) to be made by it or equity subscription; or (ii) any underwriting or other customary agreement entered into in connection with any Flotation or refinancing be retained by the Borrower. (e) Any such payment made by a member of the Facility in fullGroup, in each case under (i) or (ii)if made by way of loan, to the extent that the proceeds thereof are not otherwise prohibited required to be used by this Agreementthe Borrower, the issuer of the High Yield Notes or the Borrower under the PIK Facility Documents (or similar or replacement facility) shall not be made via or through such entity but shall, provided it is not unlawful to do so and there are no adverse implications to the Group or any Holdco, make the payment direct to the actual entity with the payment obligation or, as the case may be, liability.

Holding Companies. None (a) The Borrower shall ensure that none of the Parent, the Borrower or WXAT BVI Holdcos shall trade, carry on any business, own any material assets or incur any liabilities, indebtedness or commitments (whether actual or contingent) except formaterial liabilities other than: (ai) the provision and purchase of management, legal, accounting and administrative services (excluding treasury services) to other Group Members of carrying on business as a type customarily provided by a Holding Company to its Subsidiaries and any rights or liabilities in connection therewithholding company; (bii) the ownership of Equity Interests shares (A) in Group MembersInterCo by Topco, (B) in PIKCo by InterCo, (C) in the Borrower by PIKCo, (D) in (aa) Bidco or, as the case may be, following any Permitted Reorganization resulting in a merger, shares in whichever is the surviving entity and credit balances (bb) (directly or indirectly) in bank accounts, cash and Cash Equivalent Investments but only if those Equity Interests andthe Finance Company, in the each case of the Borrower or WXAT BVI, credit balances, cash and Cash Equivalent Investments are (or, by the time required Borrower, or (E) in the Target by this Agreement to be or become subject to Transaction Security, will be) subject to Transaction SecurityBidco; (c) in the case of the Borrower or WXAT only, having any rights or liabilities under (i) any employment, services or consultancy contracts with any directors, management, employees, auditors or consultants of or service providers (including professional advisers) to the Group or (ii) any insurance arrangements for the Group; (d) having rights and liabilities as at the date of the Commitment Letter in respect of Existing Hedging Agreements; (e) in the case of the Borrower or WXAT BVI, intra-Group debit balances (constituting indebtedness under Permitted Loans made to it by other Group Members) and intra-Group credit balances (constituting Permitted Loans made by it to other Group Members); (f) in the case of the Parent and the Borrower, having rights and liabilities under any Parent Loan; (giii) having rights and liabilities under the Transaction Documents, the PIK Facility Documents or any replacement or similar financing arrangements of PIKCo or any Holding Company of PIKCo (in respect of the period prior to the date of issue of the High Yield Notes (if any), to the extent that the principal amount outstanding under the PIK Facility (excluding capitalised interest) or any replacement or similar does not exceed €350,000,000 (or its equivalent in other currencies) any fee letters entered into in connection therewith and the High Yield Engagement Letter to which it is a party; (h) incurring any liabilities for Taxes, party and in respect of professional fees and administration costs in the ordinary course of business as a Holding Company holding company of the Group and providing administrative services to the other members of the Group; (iv) having rights and liabilities under any Treasury Transactions which are permitted by Clause 25.27(c) of the Senior Facilities Agreement and which are contemplated by the Funds Flow Memorandum; (v) granting the Transaction Security and any Security required to be granted by it under the Senior Finance Documents; (vi) incurring liabilities for or in connection with Taxes, provided that for the avoidance of doubt, no member of the Group may make any payment in respect of Taxes to any Holdco (other than Bidco or, prior to the Senior Pushdown occurring, the Borrower) unless the amount so paid is required by the ultimate recipient in order to make a payment to the relevant tax authorities; (vii) incurring liabilities arising by operation of law in the ordinary course of its business as a Holding Company (which liabilities do not arise as a result of any default or omission by the Parent, the Borrower or WXAT BVI)law; (iviii) incurring in respect of any liabilities employment contracts for any Merger Costs contemplated in the Funds Flow Statementemployee of that Holdco; (jix) incurring liabilities under the Senior Finance Documents, the Bridge Finance Documents and any high yield engagement letter and making any Permitted Payment in respect of any thereof; (x) in relation to any Notes Issuer, Notes On-Loan Lender or Permitted Disposal, granting Permitted SecurityNotes On-Loan Borrower only, incurring liabilities under the High Yield Notes Documents, and making any Permitted Payment in respect thereof; (xi) in relation to PIKCo or any Holding Company of PIKCo only, incurring liabilities under the PIK Facility Documents or any documents relating to any replacement or similar facility; (xii) making loans, acquiring shares or other assets and incurring liabilities in each case as referred to in any step set out in the Structure Memorandum or incurring rights or liabilities in connection with any Tender; (xiii) any arrangement in respect of, or the making of, a Permitted Payment or the making of a payment or entering into a transaction to facilitate a Permitted Payment; (xiv) making loans or giving guarantees otherwise permitted by this Agreement; (xv) incurring rights and liabilities under the Permitted Subordinated Debt Documents; (xvi) incurring rights and liabilities under the Market Purchase Facility Agreement and/or the Market Purchase Agreement; (xvii) holding Cash or Cash Equivalents; (xviii) pursuant to a Permitted Reorganisation; (xix) the taking of any administrative actions necessary to maintain its existence; (xx) making Market Purchases of Target Shares provided that Bidco is the legal and beneficial owner of such Target Shares by the Closing Date, incurring Financial Indebtedness, making or benefiting from any Permitted Guarantee, Indebtedness in respect thereof and making, facilitating or receiving any Permitted Share Issue or Permitted Distribution, granting Security in support of such Financial Indebtedness in each case provided that such are Financial Indebtedness and Security is discharged in full no later than the Closing Date. (b) No member of the Group that is not otherwise prohibited a Holdco shall make any sale, lease, transfer or other disposal, or make any loan or other payment, to any Holdco (other than Bidco or, prior to the Senior Pushdown occurring, the Borrower) unless it is a Permitted Payment or is to facilitate a Permitted Payment. (c) Neither Bidco nor the Borrower shall make any sale, lease, transfer or other disposal, or make any loan or other payment, to any other Holdco (other than Bidco or, prior to Senior Pushdown occurring, the Borrower) unless it is a Permitted Payment or is to facilitate a Permitted Payment. (d) After the Senior Pushdown has occurred, any cash which is retained by the Finance Documents; Borrower at such time in an amount which, when aggregated with other amounts retained by the Borrower after such date, exceeds €5,000,000 in any financial year (kor its equivalent in other currencies) entering into and which is not required for application towards a Permitted Transaction or a Permitted Hedging Transaction;Payment shall, at the option of the Borrower: (l) non-trading administrative activities desirable to maintain its tax status; (m) compliance with reporting and other similar obligations under any applicable laws; and (n) any liabilities in (i) any mandate and commitment letters entered into in respect be pushed down to the Target either by way of cash loan or in contemplation of refinancing of the Facility in full or in respect of any Flotation, Permitted Acquisition or Permitted Disposal (in each case) to be made by it or equity subscription; or (ii) any underwriting or other customary agreement entered into in connection with any Flotation or refinancing be retained by the Borrower. (e) Any such payment made by a member of the Facility in fullGroup, in each case under (i) or (ii)if made by way of loan, to the extent that the proceeds thereof are not otherwise prohibited required to be used by this Agreementthe Borrower, the issuer of the High Yield Notes or the Borrower under the PIK Facility Documents (or similar or replacement facility) shall not be made via or through such entity but shall, provided it is not unlawful to do so and there are no adverse implications to the Group or any Holdco, make the payment direct to the actual entity with the payment obligation or, as the case may be, liability.

Holding Companies. None of the Parent, the Borrower or WXAT BVI (a) The Parent shall not trade, carry on any business, own any assets or incur any liabilities, indebtedness or commitments (whether actual or contingent) liabilities except for: (ai) the provision and purchase of management, legal, accounting and administrative services (excluding treasury services) and head office functions to other members of the Group Members of a type customarily provided by a Holding Company holding company to its Subsidiaries including, without limitation, the provision of services in relation to group management and any rights or liabilities in connection therewithstrategy, finance and reporting, tax planning, treasury management, IT, human resources strategy and services, supply-chain management, corporate governance, and marketing and commercial strategy, research and development, manufacturing strategy including, but not limited to, quality management, production planning, technology and methodology strategies, the payment of taxes, the charging of management fees and entry into Treasury Transactions; (bii) operating company activities in connection with the ice cold merchandisers sector, including, but not limited to, the conduct of activities relating to sales, aftersales services and manufacturing; (iii) ownership of Equity Interests shares in its Subsidiaries, intra-Group Membersdebit balances, intra-Group credit balances and other credit balances in bank accounts, cash and Cash Equivalent Investments but only if those Equity Interests and, in the case of the Borrower or WXAT BVIshares, credit balances, cash and Cash Equivalent Investments are (orare, by the time required by this Agreement to be or become subject to Transaction Securitythe Agreed Security Principles, will be) subject to the Transaction Security; (civ) in the case entering into and borrowing under any agreement relating to any Subordinated Creditor Funding made available to it, entering into, making and receiving loans with, to or from Frigoinvest Holdings B.V. and any liabilities incurred as a result of the Borrower or WXAT only, having operating of any rights or liabilities under (i) any employment, services or consultancy contracts with any directors, management, employees, auditors or consultants of or service providers (including professional advisers) to the Group or (ii) any insurance arrangements for the Grouptax group; (dv) having rights and liabilities as at the date of the Commitment Letter in respect of Existing Hedging Agreements; (e) in the case of the Borrower or WXAT BVI, intra-Group debit balances (constituting indebtedness under Permitted Loans made to it by other Group Members) and intra-Group credit balances (constituting Permitted Loans made by it to other Group Members); (f) in the case of the Parent and the Borrower, having rights and liabilities under any Parent Loan; (g) having rights and liabilities under the Transaction Documents to which it is a party; (h) incurring any liabilities for Taxes, party and professional fees and administration costs in the ordinary course of business as a Holding Company and holding company; and (vi) any liabilities arising incurred under a Treasury Transaction permitted under Xxxxxx 17.24 (Treasury Transactions). (b) Frigoinvest Holdings B.V. shall not trade, carry on any business, own any assets or incur any liabilities except for: (i) the provision of administrative services (excluding treasury services) to other members of the Group of a type customarily provided by operation a holding company to its Subsidiaries; (ii) ownership of law shares in its Subsidiaries, intra-Group debit balances, intra-Group credit balances and other credit balances in bank accounts, cash and Cash Equivalent Investments but only if those shares, credit balances, cash and Cash Equivalent Investments are, subject to the Agreed Security Principles, subject to the Transaction Security; (iii) ownership of property in the Republic of Ireland owned by Frigoinvest Holdings B.V. on the date of this Agreement and activities related to such ownership including, without limitation, the payment and receipt of amounts in respect of such property; (iv) any liabilities under the Transaction Documents to which it is a party and professional fees and administration costs in the ordinary course of its business as a Holding Company (which liabilities do not arise as a result of any default or omission by the Parent, the Borrower or WXAT BVI); (i) incurring any liabilities for any Merger Costs contemplated in the Funds Flow Statement; (j) making any Permitted Loan or Permitted Disposal, granting Permitted Security, incurring any Permitted Financial Indebtedness, making or benefiting from any Permitted Guarantee, and making, facilitating or receiving any Permitted Share Issue or Permitted Distribution, in each case provided that such are not otherwise prohibited by the Finance Documents; (k) entering into a Permitted Transaction or a Permitted Hedging Transaction; (l) non-trading administrative activities desirable to maintain its tax status; (m) compliance with reporting and other similar obligations under any applicable lawsholding company; and (nv) any liabilities in (i) any mandate entering into, making and commitment letters entered into in respect of receiving loans with, from or in contemplation of refinancing to members of the Facility in full or in respect of any Flotation, Permitted Acquisition or Permitted Disposal (in each case) to be made by it or (ii) any underwriting or other customary agreement entered into in connection with any Flotation or refinancing of the Facility in full, in each case under (i) or (ii), to the extent not otherwise prohibited by this AgreementGroup.