Common use of Intercompany Indebtedness Clause in Contracts

Intercompany Indebtedness. (a) The Company will not, and will not cause or permit any Subsidiary to, enter into or maintain any Intercompany Indebtedness other than (i) Guaranty Obligations permitted by Sections 7.16(e) and 7.16(h) (Limitations on Incurrence of Additional Indebtedness) and (ii) Intercompany Indebtedness entered into pursuant to Section 6.11 (Intercompany Indebtedness) and that is either (x) owed to any Subsidiary in the Gimsa Division by the Company or (y) subordinated to the Loan pursuant to the Intercompany Subordination Agreement and the Intercompany Trust Agreement, and where all rights of such Intercompany Lender of such Intercompany Indebtedness (other than Intercompany Indebtedness owed to any Subsidiary in the Gimsa Division by the Company) have been assigned to the Trustee pursuant to the Intercompany Trust Agreement. (b) The Company will not, and will not cause or permit any Subsidiary to, amend or waive any part of the Intercompany Revolving Facilities in any way that would result in (i) a violation of this Agreement or (ii) a change of any kind in the provisions of the Intercompany Revolving Facilities relating to the subordination of the Intercompany Indebtedness. (c) Upon the occurrence and during the continuation of an Event of Default, the Company will not make any payment to any Subsidiary pursuant to the terms of any Intercompany Indebtedness and will not take any action which could cause or result in such payment being made.

Intercompany Indebtedness. (a) The Company will not, and will not cause or permit any Subsidiary to, enter into or maintain any Intercompany Indebtedness other than (i) Guaranty Obligations permitted by Sections 7.16(e) and 7.16(h) (Limitations on Incurrence of Additional Indebtedness) and (ii) Intercompany Indebtedness entered into pursuant its Subsidiaries to Section 6.11 (Intercompany Indebtedness) and that is either (x) owed to any Subsidiary in the Gimsa Division by the Company or (y) subordinated to the Loan pursuant to the Intercompany Subordination Agreement and the Intercompany Trust Agreement, and where cause all rights of such Intercompany Lender of such Intercompany Indebtedness (other than Intercompany Indebtedness owed to any Subsidiary in the Gimsa Division by the CompanyCompany and Guaranty Obligations by the Company that are permitted by Section 7.16(e) have been assigned or 7.16(h) (Limitations on Incurrence of Additional Indebtedness)) to be subordinated to the Trustee Loan pursuant to the Intercompany Subordination Agreement and the Intercompany Trust Agreement. (b) The Company will not, Agreement and will not cause or permit any Subsidiary to, amend or waive any part of to be evidenced by and issued pursuant to the Intercompany Revolving Facilities in any way that would result in (i) a violation of this Agreement or (ii) a change of any kind in the provisions of the Intercompany Revolving Facilities relating Facilities. Prior to the subordination of the Intercompany Indebtedness. (c) Upon the occurrence and during the continuation of an Event of Default, the Company will not make any payment to any Subsidiary pursuant to the terms issuance of any Intercompany Indebtedness by any Subsidiary that is not an Intercompany Lender, such Subsidiary shall (i) provide to the Lender certified copies of the Organizational Documents of such Subsidiary as are in full force and effect, and such applicable corporate documentation evidencing the authority of such Subsidiary (and the signatories of such Subsidiary, as applicable) to enter into and perform (x) the Intercompany Revolving Facility and (y) in the case of any Subsidiary other than Subsidiaries in the Gimsa Division, the Intercompany Trust Agreement and the Intercompany Subordination Agreement and (ii) become a party to (x) an Intercompany Revolving Facility and (y) in the case of any Subsidiary other than Subsidiaries in the Gimsa Division, the Intercompany Trust Agreement and the Intercompany Subordination Agreement. The Company will treat the Obligations as senior in payment to any obligations owed to any Subsidiary that is part of the Gimsa Division by the Company in accordance with Section 7.19(c) (Intercompany Indebtedness) and will not take any action which could cause or that would result in the Obligations not being treated as senior in payment to any obligations owed to any Subsidiary that is part of the Gimsa Division by the Company in accordance with Section 7.19(c) (Intercompany Indebtedness). (b) During the pendency of any proceeding filed by or against the Company seeking relief as debtor, or seeking to adjudicate the Company as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of the Company or its debts under any law relating to bankruptcy, insolvency, reorganization, concurso mercantil, quiebra, or relief of debtors, or seeking appointment of a receiver, trustee, assignee, custodian, liquidator or visitador, conciliador or sindico or any other similar official for the Company or for any substantial part of its property, the Company will cause each Subsidiary to vote any claims that such payment being madeSubsidiary might have based on Intercompany Indebtedness in the same manner as the majority of the third party creditors of the Company.

Intercompany Indebtedness. (a) The Company will not, and will not cause or permit any Subsidiary to, enter into or maintain any Intercompany Indebtedness other than (i) Guaranty Obligations permitted by Sections 7.16(e) and 7.16(h) (Limitations on Incurrence of Additional Indebtedness) and (ii) Intercompany Indebtedness entered into pursuant its Subsidiaries to Section 6.11 (Intercompany Indebtedness) and that is either (x) owed to any Subsidiary in the Gimsa Division by the Company or (y) subordinated to the Loan pursuant to the Intercompany Subordination Agreement and the Intercompany Trust Agreement, and where cause all rights of such Intercompany Lender of such Intercompany Indebtedness (other than Intercompany Indebtedness owed to any Subsidiary in the Gimsa Division by the CompanyCompany and Guaranty Obligations by the Company that are permitted by Section 7.16(e) have been assigned or 7.16(h) (Limitations on Incurrence of Additional Indebtedness)) to be subordinated to the Trustee Loans pursuant to the Intercompany Subordination Agreement and the Intercompany Trust Agreement. (b) The Company will not, Agreement and will not cause or permit any Subsidiary to, amend or waive any part of to be evidenced by and issued pursuant to the Intercompany Revolving Facilities in any way that would result in (i) a violation of this Agreement or (ii) a change of any kind in the provisions of the Intercompany Revolving Facilities relating Facilities. Prior to the subordination of the Intercompany Indebtedness. (c) Upon the occurrence and during the continuation of an Event of Default, the Company will not make any payment to any Subsidiary pursuant to the terms issuance of any Intercompany Indebtedness by any Subsidiary that is not an Intercompany Lender, such Subsidiary shall (i) provide to the Administrative Agent certified copies of the Organizational Documents of such Subsidiary as are in full force and effect, and such applicable corporate documentation evidencing the authority of such Subsidiary (and the signatories of such Subsidiary, as applicable) to enter into and perform (x) the Intercompany Revolving Facility and (y) in the case of any Subsidiary other than Subsidiaries in the Gimsa Division, the Intercompany Trust Agreement and the Intercompany Subordination Agreement and (ii) become a party to (x) an Intercompany Revolving Facility and (y) in the case of any Subsidiary other than Subsidiaries in the Gimsa Division, the Intercompany Trust Agreement and the Intercompany Subordination Agreement. The Company will treat the Obligations as senior in payment to any obligations owed to any Subsidiary that is part of the Gimsa Division by the Company in accordance with Section 7.19(c) (Intercompany Indebtedness) and will not take any action which could cause or that would result in the Obligations not being treated as senior in payment to any obligations owed to any Subsidiary that is part of the Gimsa Division by the Company in accordance with Section 7.19(c) (Intercompany Indebtedness). (b) During the pendency of any proceeding filed by or against the Company seeking relief as debtor, or seeking to adjudicate the Company as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of the Company or its debts under any law relating to bankruptcy, insolvency, reorganization, concurso mercantil, quiebra, or relief of debtors, or seeking appointment of a receiver, trustee, assignee, custodian, liquidator or visitador, conciliador or sindico or any other similar official for the Company or for any substantial part of its property, the Company will cause each Subsidiary to vote any claims that such payment being madeSubsidiary might have based on Intercompany Indebtedness in the same manner as the majority of the third party creditors of the Company.

Intercompany Indebtedness. (a) The Company will not, and will not cause or permit any Subsidiary to, to enter into or maintain any Intercompany Indebtedness other than (i) Guaranty Obligations permitted by Sections 7.16(e) and or 7.16(h) (Limitations on Incurrence of Additional Indebtedness) and (ii) Intercompany Indebtedness entered into pursuant to Section 6.11 6.14 (Intercompany Indebtedness) and that is either (x) owed to any Subsidiary in the Gimsa Division by the Company or (y) subordinated to the Loan Loans pursuant to the Intercompany Subordination Agreement and the Intercompany Trust Agreement, and where all rights of such Intercompany Lender of such Intercompany Indebtedness (other than Intercompany Indebtedness owed to any Subsidiary in the Gimsa Division by the Company) have been assigned to the Trustee pursuant to the Intercompany Trust Agreement. (b) The Company will not, and will not cause or permit any Subsidiary to, amend or waive any part of the Intercompany Revolving Facilities in any way that would result in (i) a violation of this Agreement or (ii) a change of any kind in the provisions of the Intercompany Revolving Facilities relating to the subordination of the Intercompany Indebtedness. (c) Upon the occurrence and during the continuation of an Event of Default, the Company will not make any payment to any Subsidiary pursuant to the terms of any Intercompany Indebtedness and will not take any action which could cause or result in such payment being made.

Intercompany Indebtedness. (a) The Company will notEach Loan Party covenants and agrees that the payment of any indebtedness and all obligations and liabilities owing by any Loan Party in favor of any other Loan Party, whether now existing or hereafter incurred (collectively, the “Intercompany Obligations”) is subordinated, to the extent and will not cause in the manner provided in this Section 11.06, to the prior payment in full of all Obligations owed or permit any Subsidiary to, enter into or maintain any Intercompany Indebtedness other than (i) Guaranty Obligations permitted hereafter owing to Agents and Lenders by Sections 7.16(e) and 7.16(h) (Limitations on Incurrence of Additional Indebtedness) and (ii) Intercompany Indebtedness entered into pursuant to Section 6.11 (Intercompany Indebtedness) the Loan Parties and that such subordination is either (x) owed to any Subsidiary in for the Gimsa Division by the Company or (y) subordinated to the Loan pursuant to the Intercompany Subordination Agreement benefit of each Agent for itself and the Intercompany Trust Agreement, and where all rights of such Intercompany Lender of such Intercompany Indebtedness (other than Intercompany Indebtedness owed to any Subsidiary in the Gimsa Division by the Company) have been assigned to the Trustee pursuant to the Intercompany Trust AgreementLenders. (b) The Company will not, and will not cause or permit any Subsidiary to, amend or waive any part of the Intercompany Revolving Facilities in any way that would result in Each Loan Party hereby (i) a violation authorizes Agents on behalf of Lenders to demand specific performance of the terms of this Agreement or Section 11.06 at any time when any Loan Party shall have failed to comply with any provisions of this Section 11.06 which are applicable to it and (ii) irrevocably waives any defense based on the adequacy of a change remedy at law, which might be asserted as a bar to such remedy of any kind in the provisions of the Intercompany Revolving Facilities relating to the subordination of the Intercompany Indebtednessspecific performance. (c) Upon any distribution of assets of any Loan Party in any dissolution, winding up, liquidation or reorganization (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise): (i) Agents and Lenders shall first be entitled to receive payment in full in cash of the Obligations before any Loan Party is entitled to receive any payment on account of the Intercompany Obligations. (ii) Any payment or distribution of assets of any Loan Party of any kind or character, whether in cash, property or securities, to which any other Loan Party would be entitled except for the provisions of this Section 11.06(c), shall be paid by the liquidating trustee or agent or other Person making such payment or distribution directly to Administrative Agent for the benefit of the Lenders in the manner set forth herein, to the extent necessary to make payment in full of all Obligations remaining unpaid after giving effect to any concurrent payment or distribution or provisions therefor to Administrative Agent for itself and Lenders. (iii) In the event that notwithstanding the foregoing provisions of this Section 11.06(c), any payment or distribution of assets of any Loan Party of any kind or character, whether in cash, property or securities, shall be received by any other Loan Party on account of any Intercompany Obligations before all Obligations are paid in full, such payment or distribution shall be received and held in trust for and shall be paid over to Administrative Agent for itself and Lenders for application to the payment of the Obligations until all of the Obligations shall have been paid in full, after giving effect to any concurrent payment or distribution or provision therefor to Administrative Agent for itself and Lenders. (d) No right of Agents, any Lender or any other present or future holders of the Obligations to enforce subordination as provided herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Loan Party or by any act or failure to act, in good faith, by any Loan Party, or by any noncompliance by any Loan Party with the terms of the Intercompany Obligations, regardless of any knowledge thereof which any Loan Party may have or be otherwise charged with. (e) So long as no Event of Default shall have occurred and be continuing, each Loan Party may make, and each other Loan Party shall be entitled to accept and receive, payments on account of the Intercompany Obligations in the ordinary course of business. Upon the occurrence and during the continuation of an any Event of Default, the Company will and until such Event of Default is cured or waived, each Loan Party shall not make make, and each other Loan Party shall not accept or receive, any payment to any Subsidiary pursuant to on the terms of any Intercompany Indebtedness and will not take any action which could cause or result in such payment being madeObligations.