Common use of Special Purpose Corporations Clause in Contracts

Special Purpose Corporations. (a) Holdings has no significant assets (other than (v) cash and Cash Equivalents held by Holdings representing proceeds from the Wellbeing Project Financing, (w) the Equity Interests of Intermediate Holdco, Westlake Wellbeing LLC and The California Wellbeing Institute, LLC, (x) after the issuance thereof, the Equity Interests of each of the Unrestricted Wellbeing Joint Venture, (y) Intercompany Notes evidencing intercompany loans permitted to be made by Holdings pursuant to Section 10.05, and (z) immaterial assets used for the performance of those activities permitted to be performed by Holdings pursuant to Section 10.01(b)) or liabilities (other than under this Agreement and the other Documents (including the Term Credit Documents) to which it is a party (including, the Wellbeing Project Financing Documents), those liabilities permitted to be incurred by Holdings pursuant to Section 10.01(b) and, as and when issued from time to time in accordance with the terms of this Agreement, under Shareholder Subordinated Notes). (b) Intermediate Holdco has no significant assets (other than Equity Interests of the Borrower and Corporate Holdco, Intercompany Notes evidencing intercompany loans permitted to be made by Intermediate Holdco pursuant to Section 10.05 and immaterial assets used for the performance of those activities permitted to be performed by Intermediate Holdco pursuant to Section 10.01(j)) or liabilities (other than under this Agreement and the other Documents to which it is a party (including the Intermediate Holdco Documents) and those liabilities permitted to be incurred by Intermediate Holdco pursuant to Section 10.01(j)). (c) Corporate Holdco has no significant assets (other than immaterial assets used for the performance of those activities permitted to be performed by Corporate Holdco pursuant to Section 10.01(k)) or liabilities (other than under this Agreement and the other Documents to which it is a party (including the Intermediate Holdco Documents and the Term Credit Documents) and those liabilities permitted to be incurred by Corporate Holdco pursuant to Section 10.01(k)).

Special Purpose Corporations. (a) Holdings has no significant assets (other than (v) cash and Cash Equivalents held by Holdings representing proceeds from the Wellbeing Project Financing, (w) the Equity Interests of Intermediate Holdco, Westlake Wellbeing Company LLC and The California Wellbeing Institute, LLC, (x) after the issuance thereof, the Equity Interests of each of the Unrestricted Wellbeing Joint VentureVentures, (y) Intercompany Notes evidencing intercompany loans permitted to be made by Holdings pursuant to Section 10.05, 9.05 and (z) immaterial assets used for the performance of those activities permitted to be performed by Holdings pursuant to Section 10.01(b9.01(b)) or liabilities (other than under this Agreement and the other Documents (including the Term ABL Credit Documents) to which it is a party (including, including the Wellbeing Project Financing Documents), those liabilities permitted to be incurred by Holdings pursuant to Section 10.01(b9.01(b) and, as and when issued from time to time in accordance with the terms of this Agreement, under Shareholder Subordinated Notes). (b) Intermediate Holdco The Bermuda Partnership has no significant assets (other than Equity Interests of its Subsidiaries and the immaterial assets used for the performance of those activities permitted to be performed by it pursuant to Section 9.01(c)) or liabilities (other than under this Agreement and the other Credit Documents to which it is a party and those liabilities permitted to be incurred by it pursuant to Section 9.01(c)); provided that notwithstanding the foregoing, the Bermuda Partnership shall be permitted to (i) provide treasury, accounting, logistic and other administrative support services to its Affiliates on an arm's length basis and hold and retain cash earned in connection with the provision of such services and (ii) receive and hold additional cash and Cash Equivalents from its Subsidiaries and/or Affiliates, so long as, in the case of this clause (ii), same are promptly (and in any event within one Business Day of receipt thereof) loaned, distributed and/or contributed, subject to Section 9.01(d), to its Subsidiaries and/or Affiliates in accordance with the requirements of Section 9.05 of this Agreement. (c) Intermediate Holdco has no significant assets (other than the Equity Interests of the U.S. Borrower and Corporate Holdco, Intercompany Notes evidencing intercompany loans permitted to be made by Intermediate Holdco pursuant to Section 10.05 9.05 and immaterial assets used for the performance of those activities permitted to be performed by Intermediate Holdco pursuant to Section 10.01(j9.01(j)) or liabilities (other than under this Agreement and the other Documents to which it is a party (including the Intermediate Holdco Credit Documents and the ABL Credit Documents) and those liabilities permitted to be incurred by Intermediate Holdco pursuant to Section 10.01(j9.01(j)). (cd) Corporate Holdco has no significant assets (other than immaterial assets used for the performance of those activities permitted to be performed by Corporate Holdco pursuant to Section 10.01(k9.01(k)) or liabilities (other than under this Agreement and the other Documents to which it is a party (including the Intermediate Holdco Credit Documents and the Term ABL Credit Documents) and those liabilities permitted to be incurred by Corporate Holdco pursuant to Section 10.01(k9.01(k)).

Special Purpose Corporations. (a) Holdings has no significant assets (other than (v) cash and Cash Equivalents held by Holdings representing proceeds from the Wellbeing Project Financing, (w) the Equity Interests of Intermediate Holdco, Westlake Wellbeing Company LLC and The California Wellbeing Institute, LLC, (x) after the issuance thereof, the Equity Interests of each of the Unrestricted Wellbeing Joint VentureVentures, (y) Intercompany Notes evidencing intercompany loans permitted to be made by Holdings pursuant to Section 10.05, 9.05 and (z) immaterial assets used for the performance of those activities permitted to be performed by Holdings pursuant to Section 10.01(b9.01(b)) or liabilities (other than under this Agreement and the other Documents (including the Term ABL Credit Documents) to which it is a party (including, including the Wellbeing Project Financing Documents), those liabilities permitted to be incurred by Holdings pursuant to Section 10.01(b9.01(b) and, as and when issued from time to time in accordance with the terms of this Agreement, under Shareholder Subordinated Notes). The Bermuda Partnership has no significant assets (other than Equity Interests of its Subsidiaries and the immaterial assets used for the performance of those activities permitted to be performed by it pursuant to Section 9.01(c)) or liabilities (other than under this Agreement and the other Credit Documents to which it is a party and those liabilities permitted to be incurred by it pursuant to Section 9.01(c)); provided that notwithstanding the foregoing, the Bermuda Partnership shall be permitted to (i) provide treasury, accounting, logistic and other administrative support services to its Affiliates on an arm’s length basis and hold and retain cash earned in connection with the provision of such services and (ii) receive and hold additional cash and Cash Equivalents from its Subsidiaries and/or Affiliates, so long as, in the case of this clause (ii), same are promptly (and in any event within one Business Day of receipt thereof) loaned, distributed and/or contributed, subject to Section 9.01(d), to its Subsidiaries and/or Affiliates in accordance with the requirements of Section 9.05 of this Agreement. (b) Intermediate Holdco has no significant assets (other than the Equity Interests of the U.S. Borrower and Corporate Holdco, Intercompany Notes evidencing intercompany loans permitted to be made by Intermediate Holdco pursuant to Section 10.05 9.05 and immaterial assets used for the performance of those activities permitted to be performed by Intermediate Holdco pursuant to Section 10.01(j9.01(j)) or liabilities (other than under this Agreement and the other Documents to which it is a party (including the Intermediate Holdco Credit Documents and the ABL Credit Documents) and those liabilities permitted to be incurred by Intermediate Holdco pursuant to Section 10.01(j9.01(j)). (c) Corporate Holdco has no significant assets (other than immaterial assets used for the performance of those activities permitted to be performed by Corporate Holdco pursuant to Section 10.01(k9.01(k)) or liabilities (other than under this Agreement and the other Documents to which it is a party (including the Intermediate Holdco Credit Documents and the Term ABL Credit Documents) and those liabilities permitted to be incurred by Corporate Holdco pursuant to Section 10.01(k9.01(k)).

Special Purpose Corporations. (a) Parent, Holdings, Tri-Star Holdings and the Borrower were formed to effect the Transaction. Prior to the consummation of the Transaction, (i) Parent had no significant assets (other than the capital stock of Holdings) or liabilities (other than those liabilities under the Acquisition Documents), (ii) Holdings had no significant assets (other than the capital stock of Tri-Star Holdings) or liabilities (other than those liabilities under the Acquisition Documents), (iii) Tri-Star Holdings had no significant assets (other than the capital stock of the Borrower) or liabilities (other than those liabilities under the Acquisition Documents) and (iv) the Borrower had no significant assets (other than the capital stock of the Canadian Subsidiary) or liabilities (other than those liabilities under the Acquisition Documents). (b) After the consummation of the Transaction, (i) Parent has no significant assets (other than (v) cash and Cash Equivalents held by the capital stock of Holdings representing proceeds from the Wellbeing Project Financing, (w) the Equity Interests of Intermediate Holdco, Westlake Wellbeing LLC and The California Wellbeing Institute, LLC, (x) after the issuance thereof, the Equity Interests of each of the Unrestricted Wellbeing Joint Venture, (y) Intercompany Notes evidencing intercompany loans permitted to be made by Holdings pursuant to Section 10.05, and (z) immaterial assets used for the performance of those activities permitted to be performed by Holdings pursuant to Section 10.01(b)) or liabilities (other than under this Agreement and the other Documents (including the Term Credit Documents) to which it is a party (including, the Wellbeing Project Financing Documents), those liabilities permitted to be incurred by Holdings pursuant to Section 10.01(b) and, as and when issued from time to time in accordance with the terms of this Agreement, under Shareholder Subordinated Notes). (b) Intermediate Holdco has no significant assets (other than Equity Interests of the Borrower and Corporate Holdco, Intercompany Notes evidencing intercompany loans permitted to be made by Intermediate Holdco pursuant to Section 10.05 and immaterial assets used for the performance of those activities permitted to be performed by Intermediate Holdco Parent pursuant to Section 10.01(j9.01(b)(i)) or liabilities (other than under this Agreement and the other Documents to which it is a party (including the Intermediate Holdco Documents) and those liabilities permitted to be incurred by Intermediate Holdco Parent pursuant to Section 10.01(j9.01(b)(i)). , (cii) Corporate Holdco Holdings has no significant assets (other than the capital stock of Tri-Star Holdings and immaterial assets used for the performance of those activities permitted to be performed by Corporate Holdco Holdings pursuant to Section 10.01(k9.01(b)(i)) or liabilities (other than under this Agreement and the other Documents to which it is a party (including the Intermediate Holdco Documents and the Term Credit Documents) and those liabilities permitted to be incurred by Corporate Holdco Holdings pursuant to Section 10.01(k9.01(b)(i)) and (iii) Tri-Star Holdings has no significant assets (other than the capital stock of the Borrower and those permitted to be held by it under Section 9.01(b)(ii)) or liabilities (other than under this Agreement and the other Documents to which it is a party and those liabilities permitted to be incurred by Tri-Star Holdings pursuant to Section 9.01(b)(ii)). (c) Tri-Star Inventory Management Service, Inc. does not own any significant assets.

Special Purpose Corporations. (a) [Reserved]. (b) Holdings has no significant assets (other than (v) cash and Cash Equivalents held by Holdings representing proceeds from the Wellbeing Project Financing, (w) the Equity Interests of Intermediate Holdco, Westlake Wellbeing LLC and The California Wellbeing Institute, LLC, (x) after the issuance thereof, the Equity Interests of each of the Unrestricted Wellbeing Joint VentureVentures, (y) Intercompany Notes evidencing intercompany loans permitted to be made by Holdings pursuant to Section 10.059.05, and (z) immaterial assets used for the performance of those activities permitted to be performed by Holdings pursuant to Section 10.01(b9.01(b)) or liabilities (other than under this Agreement and the other Documents (including the Term Credit Documents) to which it is a party (including, on and after the Wellbeing Project Financing execution and delivery thereof, the Holdings Senior Notes Documents), those liabilities permitted to be incurred by Holdings pursuant to Section 10.01(b9.01(b) and, as and when issued from time to time in accordance with the terms of this Agreement, under Shareholder Subordinated Notes). (bc) The Bermuda Partnership has no significant assets (other than Equity Interests of its Subsidiaries and the immaterial assets used for the performance of those activities permitted to be performed by it pursuant to Section 9.01(c)) or liabilities (other than under this Agreement and the other Credit Documents to which it is a party and those liabilities permitted to be incurred by it pursuant to Section 9.01(c)); provided that notwithstanding the foregoing, the Bermuda Partnership shall be permitted to (i) provide treasury, accounting, logistic and other administrative support services to its Affiliates on an arm's length basis and hold and retain cash earned in connection with the provision of such services and (ii) receive and hold additional cash and Cash Equivalents from its Subsidiaries and/or Affiliates, so long as, in the case of this clause (ii), same are promptly (and in any event within one Business Day of receipt thereof) loaned, distributed and/or contributed, subject to Section 9.01(d), to its Subsidiaries and/or Affiliates in accordance with the requirements of Section 9.05 of this Agreement. (d) Intermediate Holdco has no significant assets (other than Equity Interests the capital stock of the U.S. Borrower and Corporate Holdco, Intercompany Notes evidencing intercompany loans permitted to be made by Intermediate Holdco pursuant to Section 10.05 9.05 and immaterial assets used for the performance of those activities permitted to be performed by Intermediate Holdco pursuant to Section 10.01(j9.01(j)) or liabilities (other than under this Agreement and the other Documents to which it is a party (including the Intermediate Holdco Senior Notes Documents) and those liabilities permitted to be incurred by Intermediate Holdco pursuant to Section 10.01(j9.01(j)). (ce) Corporate Holdco has no significant assets (other than immaterial assets used for the performance of those activities permitted to be performed by Corporate Holdco pursuant to Section 10.01(k9.01(k)) or liabilities (other than under this Agreement and the other Documents to which it is a party (including the Intermediate Holdco Documents and the Term Credit Senior Notes Documents) and those liabilities permitted to be incurred by Corporate Holdco pursuant to Section 10.01(k9.01(k)).