Common use of Limitations on Holdings Clause in Contracts

Limitations on Holdings. Holdings will not: (a) hold any assets other than (i) the Equity Interests of (x) the Borrower (and/or intercompany advances to the Borrower), (y) Westrock Coffee International, LLC (or a successor thereof) or (z) any other subsidiary that would otherwise qualify as an “Excluded Subsidiary” or in each case other assets incidental thereto, (ii) assets, properties or rights that are not capable of being sold, assigned, transferred or conveyed to the Borrower without the consent of any other Person, or if such assignment or attempted assignment would constitute a breach thereof, or a violation of any Applicable Law, (iii) agreements relating to the issuance, sale, purchase, repurchase or registration of securities of Holdings, (iv) minute books and other corporate books and records of Holdings, (v) assets maintained on a temporary or pass through basis that are held for subsequent payment of dividends or other payments not prohibited by this Agreement for contribution to the Borrower, and (vi) other miscellaneous non-material assets; (b) have any liabilities other than (i) the liabilities under the Loan Documents, (ii) Tax liabilities arising in the ordinary course of business, (iii) Indebtedness permitted under Section 6.01, (iv) liabilities that are incidental to being a publicly traded corporation including liabilities associated with common and preferred equity, employment contracts, employee benefit matters, indemnification obligations pursuant to purchase and sale agreements, banker engagement letters in connection with transactions permitted by this Agreement and legacy liabilities (if any) arising pursuant to contracts entered into in the ordinary course of business, (v) corporate, administrative and operating expenses in the ordinary course of business, (vi) nonconsensual obligations imposed by operation of law, (vii) liabilities under any contracts or agreements described in clauses (a)(ii) and (iii) above, or (viii) other obligations not to exceed $5,000,000 individually or in the aggregate; or (c) engage in any activities or business other than (i) issuing shares of its own Qualified Equity Interests, (ii) holding the assets and incurring the liabilities described in this Section 6.10 and activities incidental and related thereto or (iii) making payments, dividends, distributions, issuances or other activities not prohibited by this Agreement. For the avoidance of doubt, notwithstanding anything herein to the contrary, nothing in this Section 6.10 shall prohibit any Subsidiary of Holdings (other than the Borrower or any of its Subsidiaries unless the Borrower or such Subsidiary of the Borrower is otherwise so permitted by Section 6.05) from merging, amalgamating or consolidating with or into Holdings or any Subsidiary of Holdings or Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Holdings or any Subsidiary of Holdings.

Limitations on Holdings. Holdings will not: shall not (a) hold create, incur, assume or suffer to exist any assets other than (i) the Liens on any Equity Interests of (x) the Borrower (and/or intercompany advances other than Liens permitted by Section 7.01(a)(i) and nonconsensual Liens to the Borrowerextent permitted under Section 7.01), (y) Westrock Coffee International, LLC (or a successor thereof) or (z) any other subsidiary that would otherwise qualify as an “Excluded Subsidiary” or in each case other assets incidental thereto, (ii) assets, properties or rights that are not capable of being sold, assigned, transferred or conveyed to the Borrower without the consent of any other Person, or if such assignment or attempted assignment would constitute a breach thereof, or a violation of any Applicable Law, (iii) agreements relating to the issuance, sale, purchase, repurchase or registration of securities of Holdings, (iv) minute books and other corporate books and records of Holdings, (v) assets maintained on a temporary or pass through basis that are held for subsequent payment of dividends or other payments not prohibited by this Agreement for contribution to the Borrower, and (vi) other miscellaneous non-material assets; (b) have any liabilities other than (i) the liabilities under the Loan Documents, (ii) Tax liabilities arising in the ordinary course of business, (iii) Indebtedness permitted under Section 6.01, (iv) liabilities that are incidental to being a publicly traded corporation including liabilities associated with common and preferred equity, employment contracts, employee benefit matters, indemnification obligations pursuant to purchase and sale agreements, banker engagement letters in connection with transactions permitted by this Agreement and legacy liabilities (if any) arising pursuant to contracts entered into in the ordinary course of business, (v) corporate, administrative and operating expenses in the ordinary course of business, (vi) nonconsensual obligations imposed by operation of law, (vii) liabilities under any contracts conduct or agreements described in clauses (a)(ii) and (iii) above, or (viii) other obligations not to exceed $5,000,000 individually or in the aggregate; or (c) engage in any activities operations or business other than (i) issuing shares those incidental to its ownership of the Equity Interests of the Borrower, (ii) the maintenance of its own Qualified legal existence, (iii) the performance of the Loan Documents and the Management Agreement, (iv) any Qualifying IPO or any other issuance of its Equity Interests not prohibited by Article 7, (v) any transaction that Holdings is expressly permitted or contemplated to enter into or consummate under this Article 7, (vi) any public offering of its common stock or any other issuance of its Equity Interests, (iivii) holding financing activities, including the assets and incurring the liabilities described in this Section 6.10 and activities incidental and related thereto or (iii) making paymentsissuance of securities, incurrence of debt, payment of dividends, distributions, issuances or other activities not prohibited by this Agreement. For the avoidance of doubt, notwithstanding anything herein making loans and contributions to the contrary, nothing in this Section 6.10 shall prohibit any Subsidiary of Holdings (other than the Borrower or any capital of its Subsidiaries unless and guaranteeing the obligations of its Subsidiaries, (viii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (ix) holding any cash or property received in connection with Restricted Payments made by the Borrower and its Restricted Subsidiaries pursuant to Section 7.06 pending application thereof by Holdings, and (x) providing indemnification to officers and directors; provided that, so long as no Default exists or would result therefrom, Holdings may merge with any other Person; provided that (i) Holdings shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such Subsidiary merger or consolidation is not Holdings (any such Person, the “Successor Holdings”), (A) the Successor Holdings shall be an entity organized or existing under the laws of the Borrower is otherwise so permitted by Section 6.05) from mergingUnited States, amalgamating or consolidating with or into Holdings any state thereof, the District of Columbia or any Subsidiary territory thereof and (B) the Successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) thereto in form reasonably satisfactory to the Administrative Agent; provided, further, that if the foregoing are satisfied, the Successor Holdings or any Subsidiary of Holdings.will succeed to, and be substituted for, Holdings under this Agreement;

Limitations on Holdings. Holdings will not: shall not (a) hold create, incur, assume or suffer to exist any assets Liens on any Equity Interests of the Borrower (other than Liens permitted by Section 7.01(a) and (cc) and nonconsensual Liens of the type otherwise permitted under Section 7.01), or (b) conduct or engage in any operations or business or own any material property (other than Equity Interests in the Borrower and, through the Borrower, the Borrower’s Subsidiaries) other than (i) those incidental to its ownership of the Equity Interests of (x) the Borrower (and/or intercompany advances to the Borrower), (y) Westrock Coffee International, LLC (or a successor thereof) or (z) any other subsidiary that would otherwise qualify as an “Excluded Subsidiary” or in each case other assets incidental thereto, (ii) assets, properties or rights that are not capable the maintenance of being sold, assigned, transferred or conveyed to the Borrower without the consent of any other Person, or if such assignment or attempted assignment would constitute a breach thereof, or a violation of any Applicable Lawits legal existence, (iii) the performance of the Loan Documents and the First Lien Loan Documents, or any Permitted Refinancing thereof, the Management Agreement, the Acquisition Agreement and the other agreements relating to contemplated by the issuance, sale, purchase, repurchase Acquisition Agreement and any Additional Financing or registration of securities of Holdingsany Permitted Refinancing thereof, (iv) minute books and any public offering of its common stock or any other corporate books and records issuance of Holdingsits Equity Interests, (v) assets maintained on a temporary any transaction that Holdings is expressly permitted or pass through basis that are held for subsequent payment of dividends contemplated to enter into or other payments not prohibited by consummate under this Agreement for contribution to the Borrower, and (vi) other miscellaneous non-material assets; (b) have any liabilities other than (i) the liabilities under the Loan Documents, (ii) Tax liabilities arising in the ordinary course of business, (iii) Indebtedness permitted under Section 6.01, (iv) liabilities that are incidental to being a publicly traded corporation including liabilities associated with common and preferred equity, employment contracts, employee benefit matters, indemnification obligations pursuant to purchase and sale agreements, banker engagement letters in connection with transactions permitted by this Agreement and legacy liabilities (if any) arising pursuant to contracts entered into in the ordinary course of business, (v) corporate, administrative and operating expenses in the ordinary course of businessArticle 7, (vi) nonconsensual guaranteeing the obligations imposed by operation of lawits Subsidiaries, including the First Lien Loan Documents or any Permitted Refinancing thereof, any Additional Financing, any Permitted Refinancing thereof, (vii) liabilities under any contracts participating in Tax, accounting and other administrative matters as a member of the consolidated, combined, unitary or agreements described in clauses (a)(ii) similar group that includes Holdings and (iii) abovethe Borrower, or (viii) other obligations not holding any cash or property received in connection with Restricted Payments made by the Borrower and its Restricted Subsidiaries pursuant to exceed $5,000,000 individually Section 7.06 or contributions to its capital or in exchange for the aggregateissuance of Equity Interests, in each case, pending application thereof by Holdings or the making of Restricted Payments, (ix) providing indemnification to officers and directors; or (c) engage in provided that, so long as no Default exists or would result therefrom, Holdings may merge with any activities or business other than Person; provided, further that (i) issuing shares of its own Qualified Equity Interests, Holdings shall be the continuing or surviving corporation or (ii) holding if the assets Person formed by or surviving any such merger or consolidation is not Holdings (any such Person, the “Successor Holdings”), (A) the Successor Holdings shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof and incurring (B) the liabilities described Successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent; provided, further, that if the foregoing are satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under this Section 6.10 Agreement and (x) any activities incidental and related thereto or (iii) making payments, dividends, distributions, issuances or other activities not prohibited by this Agreement. For the avoidance of doubt, notwithstanding anything herein to the contrary, nothing in this Section 6.10 shall prohibit any Subsidiary of Holdings (other than the Borrower or any of its Subsidiaries unless the Borrower or such Subsidiary of the Borrower is otherwise so permitted by Section 6.05) from merging, amalgamating or consolidating with or into Holdings or any Subsidiary of Holdings or Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Holdings or any Subsidiary of Holdingsforegoing.

Limitations on Holdings. Permit Holdings will notto: (a) hold any assets other than (i) the Equity Interests of (x) the Borrower (and/or intercompany advances to the Borrower), (y) Westrock Coffee International, LLC (or a successor thereof) or (z) any other subsidiary that would otherwise qualify as an “Excluded Subsidiary” or in each case other assets incidental thereto, (ii) assets, properties or rights that are not capable of being sold, assigned, transferred or conveyed to the Borrower without the consent of any other Person, or if such assignment or attempted assignment would constitute a breach thereof, or a violation of any Applicable Law, (iii) agreements relating to the issuance, sale, purchase, repurchase or registration of securities of Holdings, (iv) minute books and other corporate books and records of Holdings, (v) assets maintained cash, on a temporary or pass through basis that are held for subsequent payment of dividends or other payments not prohibited by this Agreement for contribution basis, which is permitted to be paid to the Borrowerstockholders of Holdings pursuant to Section 9.6, and (viv) other miscellaneous non-material assets; (b) have any liabilities other than (i) the liabilities under the Loan Documents, (ii) Tax tax liabilities arising in the ordinary course of business, (iii) Indebtedness permitted under under Section 6.01, 9.1 (iv) liabilities that are incidental to being a publicly traded corporation including liabilities associated with common and preferred equity, employment contracts, employee benefit matters, indemnification obligations pursuant to purchase and sale agreements, banker engagement letters in connection with transactions permitted by this Agreement and legacy liabilities (if any) arising pursuant to contracts entered into in the ordinary course of business, (v) corporate, administrative and operating expenses in the ordinary course of business, business and (vi) nonconsensual obligations imposed by operation of law, (viiv) liabilities under any contracts or agreements described in clauses (a)(ii) and (iii) above, or (viii) other obligations not to exceed $5,000,000 individually or in the aggregate; or (c) engage in any activities or business other than (i) issuing shares of its own Qualified Equity Interests, (ii) holding the assets and incurring the liabilities described in this Section 6.10 9.14 and activities incidental and related thereto or thereto, (iii) making payments, dividends, distributions, issuances or other activities not prohibited by this Agreement. For permitted pursuant to Sections 9.6 or 9.7, (iv) maintenance of its corporate existence in compliance with applicable law, (iv) legal, tax and accounting matters in connection with any of the avoidance foregoing or following activities, (v) performance of doubtobligations under and compliance with its certificate of incorporation and by-laws, notwithstanding anything herein to the contrary, nothing in this Section 6.10 shall prohibit any Subsidiary of Holdings (other than the Borrower 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 unless the Borrower or such Subsidiary of the Borrower is otherwise so permitted by Section 6.05) from merging, amalgamating or consolidating with or into Holdings or any Subsidiary of Holdings or Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Holdings or any Subsidiary of HoldingsSubsidiaries.

Limitations on Holdings. Permit Holdings will notto: (a) hold any assets other than (i) the Equity Interests Capital Stock of (x) the US Borrower (and/or intercompany advances to the US Borrower), (y) Westrock Coffee International, LLC (or a successor thereof) or (z) any other subsidiary that would otherwise qualify as an “Excluded Subsidiary” or in each case other assets incidental thereto, (ii) assets, properties or rights that are not capable of being sold, assigned, transferred or conveyed to the US Borrower without the consent of any other Person, or if such assignment or attempted assignment would constitute a breach thereof, or a violation of any Applicable Law, (iii) agreements relating to the issuance, sale, purchase, repurchase or registration of securities of Holdings, (iv) minute books and other corporate books and records of Holdings, (v) assets maintained on a temporary or pass through basis that are held for subsequent payment of dividends or other payments not prohibited by this Agreement for contribution to the Borrower, cash and Cash Equivalents and (vi) other miscellaneous non-material assets; (b) have any liabilities other than (i) the liabilities under the Loan Documents, (ii) Tax tax and other governmental liabilities and obligations arising in the ordinary course of business, (iii) Indebtedness permitted under Section 6.0110.1, (iv) liabilities that are incidental to being a publicly traded corporation including liabilities associated with common and preferred equity, employment contracts, employee benefit matters, indemnification obligations pursuant to purchase and sale agreements, banker engagement letters in connection with transactions permitted by this Agreement and legacy liabilities (if any) arising pursuant to contracts entered into in the ordinary course of business, (v) corporate, administrative and operating expenses in the ordinary course of business, business and (vi) nonconsensual obligations imposed by operation of law, (viiv) liabilities under any contracts or agreements described in clauses (a)(ii) and (iii) above, or (viii) other obligations not to exceed $5,000,000 individually or in the aggregate; or (c) engage in any activities or business other than (i) issuing shares of its own Qualified Equity InterestsCapital Stock, (ii) holding the assets and incurring the liabilities described in this Section 6.10 10.14 and activities incidental and related thereto or thereto, (iii) making payments, dividends, distributions, issuances or other activities not prohibited by this Agreement. For the avoidance of doubtpermitted pursuant to Sections 10.6 or 10.7, notwithstanding anything herein (iv) holding directors’ and shareholders’ meetings, preparing corporate and similar records and other activities required to the contrary, nothing in this Section 6.10 shall prohibit maintain its separate corporate or other legal structure or (v) as necessary to consummate any Subsidiary of Holdings (other than the Borrower or any of its Subsidiaries unless the Borrower or such Subsidiary of the Borrower is otherwise so permitted by Section 6.05) from merging, amalgamating or consolidating with or into Holdings or any Subsidiary of Holdings or Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Holdings or any Subsidiary of HoldingsPermitted Acquisition.

Limitations on Holdings. Permit Holdings will notto own any material property or assets or engage in any material business other than: (a) hold any material assets other than (i) the Equity Interests of (x) the Borrower (and/or intercompany advances to the Borrower), (y) Westrock Coffee International, LLC (or a successor thereof) or (z) any other subsidiary that would otherwise qualify as an “Excluded Subsidiary” or in each case other assets incidental thereto, (ii) assets, properties or rights that are not capable of being sold, assigned, transferred or conveyed to the Borrower without the consent of any other Person, or if such assignment or attempted assignment would constitute a breach thereof, or a violation of any Applicable Law, (iii) agreements relating to the issuance, sale, purchase, repurchase or registration of securities of Holdings, (iv) minute books and other corporate books and records of Holdings, (viii) assets maintained on a temporary or pass through basis that are held for subsequent payment of dividends or other payments not prohibited by this Agreement for contribution to cash and Permitted Cash Equivalent Investments (including the Borrower, and (vi) other miscellaneous non-material assetsproceeds received in connection with Restricted Payments in accordance with Section 9.06 pending application thereof); (b) have any material liabilities (contingent or otherwise) other than (i) the liabilities under the Loan Documents, (ii) Tax liabilities arising administrative expenses of Holdings in the ordinary course of business, (iii) Indebtedness permitted under Section 6.01, (iv) liabilities that are incidental to being a publicly traded corporation including liabilities associated with common and preferred equity, employment contracts, employee benefit matters, indemnification obligations pursuant to purchase and sale agreements, banker engagement letters in connection with transactions permitted by this Agreement and legacy liabilities (if any) arising pursuant to contracts entered into in the ordinary course of business, (v) corporate, administrative and operating expenses in the ordinary course of business, (vi) nonconsensual obligations imposed by operation of law, (viiii) liabilities under any contracts or agreements described in clauses (a)(ii) its organizational documents and (iii) above, issuing or (viii) other obligations not to exceed $5,000,000 individually or in the aggregaterepurchasing its Equity Interests; or (c) engage in any material activities or business other than (i) issuing shares owning the Equity Interests of the Borrower, and activities incidental or related thereto, (ii) maintaining its legal existence, (iii) participating in other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries, (iv) the Transactions, (v) any public offering of its own Qualified common stock or any other issuance or sale of its Equity Interests, (iivi) holding any activities necessary or reasonably advisable for or incidental to the assets initial registration and incurring listing of Holdings’ common stock and the liabilities described in this Section 6.10 and continued existence of Holdings as a public company, (vii) any activities incidental to compliance with the provisions of the Securities Act and related thereto the Exchange Act, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders, (iiiviii) making paymentsthe obtainment of, dividendsand the payment of any fees and expenses for, distributionsmanagement, issuances consulting, investment banking and advisory services, and (ix) activities ancillary or other activities not prohibited by this Agreement. For the avoidance of doubt, notwithstanding anything herein necessary to the contrary, nothing in this Section 6.10 shall prohibit any Subsidiary of Holdings (other than the Borrower or any of its Subsidiaries unless the Borrower or such Subsidiary of the Borrower is otherwise so permitted by Section 6.05) from merging, amalgamating or consolidating with or into Holdings or any Subsidiary of Holdings or Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Holdings or any Subsidiary of Holdingsforegoing.

Limitations on Holdings. Holdings will not: shall not (a) hold create, incur, assume or suffer to exist any assets Liens on any Equity Interests of the Borrower (other than Liens permitted by Section 7.01(a) and (cc) and nonconsensual Liens of the type otherwise permitted under Section 7.01), or (b) conduct or engage in any operations or business or own any material property (other than Equity Interests in the Borrower and, through the Borrower, the Borrower’s Subsidiaries) other than (i) those incidental to its ownership of the Equity Interests of (x) the Borrower (and/or intercompany advances to the Borrower), (y) Westrock Coffee International, LLC (or a successor thereof) or (z) any other subsidiary that would otherwise qualify as an “Excluded Subsidiary” or in each case other assets incidental thereto, (ii) assets, properties or rights that are not capable the maintenance of being sold, assigned, transferred or conveyed to the Borrower without the consent of any other Person, or if such assignment or attempted assignment would constitute a breach thereof, or a violation of any Applicable Lawits legal existence, (iii) the performance of the Loan Documents and the Second Lien Loan Documents, or any Permitted Refinancing thereof, the Management Agreement, the Acquisition Agreement and the other agreements relating to contemplated by the issuance, sale, purchase, repurchase Acquisition Agreement and any Junior Financing or registration of securities of Holdingsany Permitted Refinancing thereof, (iv) minute books and any public offering of its common stock or any other corporate books and records issuance of Holdingsits Equity Interests, (v) assets maintained on a temporary any transaction that Holdings is expressly permitted or pass through basis that are held for subsequent payment of dividends contemplated to enter into or other payments not prohibited by consummate under this Agreement for contribution to the Borrower, and (vi) other miscellaneous non-material assets; (b) have any liabilities other than (i) the liabilities under the Loan Documents, (ii) Tax liabilities arising in the ordinary course of business, (iii) Indebtedness permitted under Section 6.01, (iv) liabilities that are incidental to being a publicly traded corporation including liabilities associated with common and preferred equity, employment contracts, employee benefit matters, indemnification obligations pursuant to purchase and sale agreements, banker engagement letters in connection with transactions permitted by this Agreement and legacy liabilities (if any) arising pursuant to contracts entered into in the ordinary course of business, (v) corporate, administrative and operating expenses in the ordinary course of businessArticle 7, (vi) nonconsensual guaranteeing the obligations imposed by operation of lawits Subsidiaries, including the Second Lien Loan Documents or any Permitted Refinancing thereof, any Junior Financing, any Permitted Refinancing thereof, (vii) liabilities under any contracts participating in Tax, accounting and other administrative matters as a member of the consolidated, combined, unitary or agreements described in clauses (a)(ii) similar group that includes Holdings and (iii) abovethe Borrower, or (viii) other obligations not holding any cash or property received in connection with Restricted Payments made by the Borrower and its Restricted Subsidiaries pursuant to exceed $5,000,000 individually Section 7.06 or contributions to its capital or in exchange for the aggregateissuance of Equity Interests, in each case, pending application thereof by Holdings or the making of Restricted Payments, (ix) providing indemnification to officers and directors; or (c) engage in provided that, so long as no Default exists or would result therefrom, Holdings may merge with any activities or business other than Person; provided, further that (i) issuing shares of its own Qualified Equity Interests, Holdings shall be the continuing or surviving corporation or (ii) holding if the assets Person formed by or surviving any such merger or consolidation is not Holdings (any such Person, the “Successor Holdings”), (A) the Successor Holdings shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof and incurring (B) the liabilities described Successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent; provided, further, that if the foregoing are satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under this Section 6.10 Agreement and (x) any activities incidental and related thereto or (iii) making payments, dividends, distributions, issuances or other activities not prohibited by this Agreement. For the avoidance of doubt, notwithstanding anything herein to the contrary, nothing in this Section 6.10 shall prohibit any Subsidiary of Holdings (other than the Borrower or any of its Subsidiaries unless the Borrower or such Subsidiary of the Borrower is otherwise so permitted by Section 6.05) from merging, amalgamating or consolidating with or into Holdings or any Subsidiary of Holdings or Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Holdings or any Subsidiary of Holdingsforegoing.

Limitations on Holdings. Holdings will not: shall not (a) hold create, incur, assume or suffer to exist any assets Liens on any Equity Interests of the Borrower (other than Liens permitted by Section 7.01(a) and (cc), nonconsensual Liens of the type otherwise permitted under Section 7.01) or Liens pursuant to documentation relating to other secured Indebtedness permitted to be incurred by the Loan Parties that is permitted to be secured by the Collateral pursuant to Section 7.01), (b) conduct or engage in any operations or business or own any material property (other than Equity Interests in the Borrower and, through the Borrower, the Borrower’s Subsidiaries and/or any other Person) other than (i) those incidental to its ownership of the Equity Interests of (x) the Borrower (and/or intercompany advances to the Borrower), (y) Westrock Coffee International, LLC (or a successor thereof) or (z) any other subsidiary that would otherwise qualify as an “Excluded Subsidiary” or in each case other assets incidental thereto, (ii) assets, properties or rights that are not capable the maintenance of being sold, assigned, transferred or conveyed to the Borrower without the consent of any other Person, or if such assignment or attempted assignment would constitute a breach thereof, or a violation of any Applicable Lawits legal existence, (iii) agreements relating to the issuanceperformance of the Registration Rights Agreement, sale, purchase, repurchase the Loan Documents or registration of securities of Holdingsany Permitted Refinancing thereof and any Junior Financing or any Permitted Refinancing thereof, (iv) minute books and other corporate books and records of Holdings, (v) assets maintained on a temporary or pass through basis that are held for subsequent payment of dividends or other payments not prohibited by this Agreement for contribution to the Borrower, and (vi) other miscellaneous non-material assets; (b) have any liabilities other than (i) the liabilities under the Loan Documents, (ii) Tax liabilities arising in the ordinary course of business, (iii) Indebtedness permitted under Section 6.01, (iv) liabilities that are incidental to being a publicly traded corporation including liabilities associated with common and preferred equity, employment contracts, employee benefit matters, indemnification obligations pursuant to purchase and sale agreements, banker engagement letters in connection with transactions permitted by this Agreement and legacy liabilities (if any) arising pursuant to contracts entered into in the ordinary course of business, (v) corporate, administrative and operating expenses in the ordinary course of business, (vi) nonconsensual obligations imposed by operation of law, (vii) liabilities under any contracts or agreements described in clauses (a)(ii) and (iii) above, or (viii) other obligations not to exceed $5,000,000 individually or in the aggregate; or (c) engage in any activities or business other than (i) issuing shares public offering of its own Qualified common stock or any other issuance or sale of its Equity InterestsInterests (including, (ii) holding the assets and incurring the liabilities described in this Section 6.10 and activities incidental and related thereto or (iii) making payments, dividends, distributions, issuances or other activities not prohibited by this Agreement. For for the avoidance of doubt, notwithstanding anything herein the making and payment 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 transaction that Holdings is expressly permitted or contemplated to enter into or consummate under this Article 7, (vi) guaranteeing the obligations of its Subsidiaries, including any Junior Financing and any Permitted Refinancing thereof, (vii) participating in Tax, accounting and other administrative matters as a member of the consolidated, combined, unitary or similar group that includes Holdings and the Borrower including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees, (viii) holding any cash or property received in connection with Restricted Payments made by the Borrower and its Restricted Subsidiaries pursuant to Section 7.06 or contributions to its capital or in exchange for the issuance of Equity Interests, in each case, pending application thereof by Holdings or the making of Restricted Payments, (ix) providing indemnification to officers and directors; (x) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (xi) the holding of any cash and Cash Equivalents; (xii) the filing of Tax reports and paying Taxes and other customary obligations related thereto in the ordinary course (and contesting any Taxes); (xiii) the preparation of reports to Governmental Authorities and to its shareholders; (xiv) the making of Investments and acquisitions, as applicable, in the Borrower and its Subsidiaries; (xv) the performance of obligations under and compliance with its Organization Documents, any demands or requests from or requirements of a Governmental Authority or any applicable Requirement of Law, ordinance, regulation, rule, order, judgment, decree or permit, including without limitation as a result of or in connection with the activities of its Subsidiaries, and (xvi) any activities incidental to any of the foregoing or (c) merge with or consolidate into any other Person; provided that, so long as no Default exists or would result therefrom, Holdings may merge with or consolidate into any other Person as long as (i) Holdings shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not Holdings (any such Person, the “Successor Holdings”), (A) the Successor Holdings shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof and (B) the Successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the contraryAdministrative Agent; provided, nothing in further, that if the foregoing provisions are satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under this Section 6.10 shall prohibit any Subsidiary of Holdings (other than the Borrower or any of its Subsidiaries unless the Borrower or such Subsidiary of the Borrower is otherwise so permitted by Section 6.05) from merging, amalgamating or consolidating with or into Holdings or any Subsidiary of Holdings or Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Holdings or any Subsidiary of HoldingsAgreement.