Common use of Compliance with Indebtedness Clause in Contracts

Compliance with Indebtedness. Notwithstanding anything to the contrary provided herein, if at the time any amounts become due and payable hereunder the Corporation is not permitted, pursuant to the terms of the Corporation’s or its direct or indirect Subsidiaries’ debt documentation, to pay such amounts, or the Corporation’s direct or indirect Subsidiaries are not permitted, pursuant to the terms of the Corporation’s or its direct or indirect Subsidiaries’ debt documentation, to make payments to the Corporation to allow the Corporation to pay such amounts, then the Corporation shall by notice to the Existing Stockholders Representative be permitted to defer the payment of such amounts until each condition rendering the payment of such amounts impermissible as described in this Section 5.02 is no longer applicable. At the time such condition is no longer applicable and no other such condition exist, such amounts (together with accrued and unpaid interest thereon as described in the immediately following sentence) shall become due and payable immediately. If the Corporation defers the payment of any such amounts pursuant to the first sentence in this Section 5.02, such amounts shall accrue interest at the Agreed Rate per annum from the date that such amounts originally became due and owing pursuant to the terms hereof to the date that such amounts were paid. For the avoidance of doubt, any payment not made due to the preceding sentence shall not be deemed a breach under Section 4.01(c) of this Agreement unless and until such payment remains unpaid thirty (30) calendar days after the date on which such condition described in this Section 5.02 is no longer applicable. The Corporation agrees to take commercially reasonable actions to cause its direct and indirect Subsidiaries to pay dividends (including, to the extent commercially reasonable, access any revolving credit facility or other source of liquidity to facilitate the payment of such dividends), to the extent consistent with the terms of their outstanding indebtedness and any applicable law, to the extent necessary to make payments hereunder.

Compliance with Indebtedness. Notwithstanding anything to the contrary provided herein, if at the time any amounts become due and payable hereunder the Corporation is not permitted, pursuant to the terms of the Corporation’s or its direct or indirect Subsidiaries’ debt documentation, to pay such amounts, or the Corporation’s direct or indirect Subsidiaries are not permitted, pursuant to the terms of the Corporation’s or its direct or indirect Subsidiaries’ debt documentation, to make payments to the Corporation to allow the Corporation to pay such amounts, then the Corporation shall by notice to the Existing Stockholders Representative be permitted to defer the payment of such amounts until each condition rendering the payment of such amounts impermissible as described in this Section 5.02 is no longer applicable. At the time such condition is no longer applicable and no other such condition exist, such amounts (together with accrued and unpaid interest thereon as described in the immediately following sentence) shall become due and payable immediately. If the Corporation defers the payment of any such amounts pursuant to the first sentence in this Section 5.02, such amounts shall accrue interest at the Agreed Rate per annum from the date that such amounts originally became due and owing pursuant to the terms hereof to the date that such amounts were paid. For the avoidance of doubt, any payment not made due to the preceding sentence shall not be deemed a breach under Section 4.01(c) of this Agreement unless and until such payment remains unpaid thirty (30) calendar days after the date on which such condition described in this Section 5.02 is no longer applicable. The Corporation agrees to take commercially reasonable actions to cause its direct and indirect Subsidiaries to pay dividends (including, to the extent commercially reasonable, access any revolving credit facility or other source of liquidity to facilitate the payment of such dividends), to the extent consistent with the terms of their outstanding indebtedness and any applicable law, to the extent necessary to make payments hereunder.

Compliance with Indebtedness. Notwithstanding anything to the contrary provided herein, if if, at the time any amounts become due and payable hereunder hereunder, (a) the Corporation is not permitted, pursuant to the terms of the Corporation’s or its direct or indirect Subsidiaries’ debt documentationoutstanding indebtedness, to pay such amounts, or (b) (i) the Corporation’s direct or indirect Subsidiaries are Corporation does not have the cash on hand to pay such amounts, and (ii) no Subsidiary of the Corporation is permitted, pursuant to the terms of the Corporation’s or its direct or indirect Subsidiaries’ debt documentationoutstanding indebtedness, to make payments pay dividends to the Corporation to allow the Corporation it to pay such amounts, then then, in each case, the Corporation shall shall, by notice to the Existing Stockholders Representative TRA Party Representative, be permitted to defer the payment of such amounts until each the condition rendering the payment of such amounts impermissible as described in this Section 5.02 clause (a) or (b) is no longer applicable. At the time such condition is no longer applicable and no other such condition exist, in which case such amounts (together with accrued and unpaid interest thereon as described in the immediately following sentence) shall become due and payable immediately. If the Corporation defers the payment of any such amounts pursuant to the first sentence in this Section 5.02foregoing sentence, such amounts shall accrue interest at the Agreed Rate per annum Rate, from the date that such amounts originally became due and owing pursuant to the terms hereof to the date that such amounts were paid. For To the avoidance extent the Company Group incurs, creates, assumes or permits to exist any indebtedness after the date hereof, the Corporation shall use commercially reasonable efforts to ensure that any amounts payable hereunder are, as of doubt, any payment not made due to the preceding sentence shall not be deemed a breach under Section 4.01(c) later of the date of this Agreement unless and until such payment remains unpaid thirty (30) calendar days after or the date on which of incurrence of any such condition described in this Section 5.02 is no longer applicable. The Corporation agrees indebtedness, reasonably expected to take commercially reasonable actions to cause its direct be paid when and indirect Subsidiaries to pay dividends (includingas such amounts become due and payable, to the extent commercially reasonable, access taking into account any revolving credit facility covenants or other source of liquidity to facilitate the payment of restrictions under such dividends), to the extent consistent with the terms of their outstanding indebtedness and any applicable law, to the extent necessary to make payments hereunderindebtedness.

Compliance with Indebtedness. Notwithstanding anything to the contrary provided herein, if if, at the time any amounts become due and payable hereunder hereunder, the Corporation Company is not permitted, pursuant to the terms of the CorporationCompany Group’s or its direct or indirect Subsidiaries’ debt documentation, to pay such amounts, or the Corporation’s direct or indirect Subsidiaries Company Group Members are not permitted, pursuant to the terms of the CorporationCompany Group’s or its direct or indirect Subsidiaries’ debt documentation, to make payments dividends, loans or other transfers to the Corporation Company to allow the Corporation Company to pay such amounts, then the Corporation Company shall by notice to the Existing Stockholders Representative Shareholder be permitted to defer the payment of such amounts until each condition rendering the payment of such amounts impermissible as described in this Section 5.02 5.2 is no longer applicable. At the time such condition is no longer applicable and no other such condition existexists, such amounts (together with accrued and unpaid interest thereon as described in the immediately following sentence) shall become due and payable immediately. If the Corporation Company defers the payment of any such amounts pursuant to the first sentence in this Section 5.025.2, such amounts shall accrue interest at the Agreed Rate per annum from the date that such amounts originally became due and owing pursuant to the terms hereof to the date that such amounts were are paid. For the avoidance of doubt, any payment not made due to the preceding sentence shall not be deemed a breach under Section 4.01(c4.1(c) of this Agreement unless and until such payment remains unpaid thirty (30) calendar days after the date on which such condition described in this Section 5.02 5.2 is no longer applicable. The Corporation Company agrees to take commercially reasonable actions to cause its direct and indirect Subsidiaries the Company Group Members to pay dividends or make loans (including, to the extent commercially reasonable, granting access to any revolving credit facility or other source of liquidity to facilitate the payment of such dividendsdividends or loans), to the extent consistent with the terms of their outstanding indebtedness and any applicable law, to the extent necessary to make payments hereunder.

Compliance with Indebtedness. The parties acknowledge, and the Corporation represents, that the Corporation has provided information to the TRA Representative as of the date of this Agreement regarding the capacity of the Corporate Taxpayer and its U.S. subsidiaries to fund dividends, and represents that such information is true, correct and complete in all material respects. Notwithstanding anything to the contrary provided herein, if if, at the time any amounts become becomes due and payable hereunder hereunder, (a) the Corporation is not permitted, pursuant to the terms of the Corporation’s its or its direct or indirect Subsidiaries’ debt documentationoutstanding indebtedness, to pay such amounts, or (b) in the good faith determination of the Corporation’s direct , the payment of such amounts would be reasonably likely to result in a breach of any covenant set forth in any agreement governing indebtedness of the Corporation or indirect Subsidiaries are its subsidiaries or (c) (i) the Corporation does not have the cash on hand to pay such amounts, and (ii) no Subsidiary of the Corporation is able and permitted, pursuant to the terms of the Corporation’s or its direct or indirect Subsidiaries’ debt documentationoutstanding indebtedness, to make payments pay directly or through a series of dividends, sufficient amount to the Corporation to allow the Corporation enable it to pay such amounts, then then, in each case, the Corporation shall shall, by notice to the Existing Stockholders Representative TRA Representative, be permitted to defer the payment of such amounts until each the condition rendering the payment of such amounts impermissible as described in this Section 5.02 clause (a), (b) or (c) is no longer applicable. At the time such condition is no longer applicable and no other such condition exist, in which case such amounts (together with accrued and unpaid interest thereon as described in the immediately following sentence) shall become due and payable immediately, and such deferral shall not constitute a breach of a material obligation under Section 4.1(a) (other than any Early Termination Payment payable in connection with a Change of Control); provided, however, and notwithstanding anything in this Agreement to the contrary, if the Corporation fails to make any Tax Benefit Payment when due, the Corporate Taxpayer shall use reasonable best efforts to obtain funds to make such payment (including by causing its Subsidiaries to distribute or lend funds to facilitate such payment, and by accessing any revolving credit facilities or other sources of available credit to fund any such amounts), and such failure to make a Tax Benefit Payment shall be a material breach of a material obligation under this Agreement upon the one-year anniversary of the initial due date (i.e., if there was no deferral) of the applicable payment that will be treated as if the Corporation elected there to be an Early Complete Termination and delivered an Early Termination Notice on such one-year anniversary. If the Corporation defers the payment of any such amounts pursuant to the first sentence in this Section 5.02foregoing sentence, such amounts shall accrue interest at the Agreed Default Rate per annum annum, from the date that such amounts originally became due and owing pursuant to the terms hereof to the date that such amounts were paid. To the extent the Corporation or its Subsidiaries incur, create, assume or permit to exist any indebtedness after the date hereof, the Corporation shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to ensure that such indebtedness permits any amounts payable hereunder to be paid. For the avoidance of doubt, any payment not made due to nothing in the preceding previous sentence shall prevent the Corporation from deferring payments or determining that the holders are not be deemed a breach under Section 4.01(c) of this Agreement unless and until such payment remains unpaid thirty (30) calendar days after the date on which such condition described in entitled to payments pursuant to this Section 5.02 is no longer applicable. The Corporation agrees to take commercially reasonable actions to cause its direct and indirect Subsidiaries to pay dividends (including, to the extent commercially reasonable, access any revolving credit facility or other source of liquidity to facilitate the payment of such dividends), to the extent consistent with the terms of their outstanding indebtedness and any applicable law, to the extent necessary to make payments hereunder5.3.